Assumption of Deposit Liabilities. (a) Purchaser agrees to pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, through automated teller machines, over the counter or through the check clearing system or any other clearing system of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by Seller or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose accounts are assumed by Purchaser.
(b) If, after the Closing Date, any depositor, instead of accepting the obligation of Purchaser to pay the Deposit Liabilities assumed, shall demand payment from Seller for all or any part of any such assumed Deposit Liabilities, Seller shall not be liable or responsible for making such payment; provided, that, for purposes of maintaining relationships with Seller’s Former Depositors, if Seller shall pay the same pursuant to mutually agreed upon procedures, Purchaser agrees to reimburse Seller for any such payments, Seller shall not be deemed to have made any representations or warranties to Purchaser with respect to any such checks, drafts or withdrawal orders, and any such representations or warranties implied by law are hereby expressly disclaimed. Seller and Purchaser shall make arrangements to provide for the daily settlement with immediately available funds by Purchaser of checks, drafts, withdrawal orders, returns and other items presented to and paid by Seller within 60 days after the Closing Date and drawn on or chargeable to accounts that have been assumed by Purchaser; provided, however, that Seller shall be held harmless and indemnified by Purchaser for acting in accordance with such arrangements.
(c) Effective as of the Closing Date, Seller shall assign its routing and transit number and its debit card BIN numbers, each as identified on Schedule 2.11(c) to the Disclosure Letter, to Purchaser, and Purchaser shall employ the routing and transit number with respect to the Deposit Liabilities and transactions relating thereto. Purchaser and Seller agree, at Seller’s cost and expense to notify Seller’s Former Depositors affected thereby, on or before the Closing, in a form and on a date mutually acceptable to Seller and Purchaser, of Purchaser’s assumption of Deposit Liabilities....
Assumption of Deposit Liabilities. (a) Union agrees, subject to the terms and conditions of this Agreement, to assume and to pay, perform and discharge all deposit liabilities of Eagle, including accrued interest, attributed on the records of Eagle to the Danbury Offices at the close of business on the Effective Date.
(b) Union further agrees, subject to the terms and conditions of this Agreement, to pay to Eagle, on the Effective Date, a premium equal to nine percent of the daily average of all deposit liabilities, including accrued interest, attributed on the records of Eagle to the Danbury Offices for the period commencing at the close of business on November 30, 1995 and ending at the close of business on the Effective Date.
(c) The amounts paid under Sections 1.03 (a) and (b) on the Effective Date shall be based on Eagle's estimates of the amounts of the deposit liabilities and accrued interest, with an adjustment to be made based on the actual amounts within ten business days of the Effective Date.
Assumption of Deposit Liabilities. 2 1.3 HOLDING COMPANY MERGER..........................................
Assumption of Deposit Liabilities. Immediately following the consummation of the Bank Merger, and without any action on the part of FMB, the Surviving Bank shall transfer and CCB shall assume the following liabilities (the "Deposit Liabilities"):
(a) the Deposits and all terms and agreements relating to the Deposit Accounts;
(b) the Surviving Bank's duties and responsibilities relating to the Deposits with respect to: (i) the abandoned property laws of any state, (ii) any legal process which is served on FMB on or before the Closing Date with respect to claims against or for the Deposits; or (iii) any other applicable law.
Assumption of Deposit Liabilities. CIB shall assume at Book Value all of the FDIC insured and uninsured deposit accounts generally originating at and attributable to the Facilities, including demand deposit accounts, passbook savings, money market accounts, certificates of deposit and negotiable order of withdrawal accounts, as of the Closing Date (the "Deposit Liabilities"); provided, however, that Deposit Liabilities shall not include: (i) deposit accounts which cannot lawfully be transferred by PNB to CIB; and (ii) deposit accounts which CIB, following its Initial Investigation or Closing Investigation pursuant to Section 4.12 hereof, identifies in writing to PNB as deposit accounts that it will not assume. Schedule 2.1, attached hereto and specifically incorporated herein by this reference, sets forth the name of the accountholder, type of account, account number, account opening date, account officer, current balance, accrued interest, interest rate, ownership class, status of account, service charge information and account maturity date of the Deposit Liabilities as of December 1, 1998. On or before the Transfer Date, PNB agrees to deliver to CIB an updated statement in the form of Schedule 2.1 identifying the Deposit Liabilities as of the Closing Date.
Assumption of Deposit Liabilities. Except as specifically provided below and upon the terms and subject to the conditions set forth in this Agreement:
Assumption of Deposit Liabilities. Within 30 days after the Closing ---------------------------------- Date, Buyer shall provide proof to Seller that it has provided FDIC with a signed and dated copy of Exhibit B hereto.
Assumption of Deposit Liabilities. (a) Liberty agrees, subject to the terms and conditions of this Agreement, to assume and to pay, perform and discharge all Deposits (defined below), including accrued interest, attributed to the Middlefield Office at the close of business on the Effective Date. "Deposits" means all deposit accounts as of the close of business on the Effective Date attributable to the Middlefield Office (E.G., maintained with or at the Middlefield Office) on the records of Eagle after the Merger which are defined as deposits under Section 3(1) of the Federal Deposit Insurance Act, including (a) principal and interest accrued thereon as of the close of business on the Effective Date, (b) any collected or uncollected deposits associated therewith, and (c) any overdrawn accounts (to be assumed at their negative balance). A schedule of Deposits presently existing as of the date specified is set forth at Exhibit B.
Assumption of Deposit Liabilities. Section 3.1 Deposits Assumed by Purchaser Section 3.2 Interest on Deposit Liabilities Assumed Section 3.3 Successor Custodian Section 3.4 Notice to Depositors Pending Regulatory Approval Section 3.5 Notice to Depositors Subsequent to Regulatory Approval Section 3.6 Seller’s Final Customer Statements Section 3.7 Payment of Deposit Liabilities After Effective Time
Assumption of Deposit Liabilities. Upon the terms and subject to the conditions hereinafter set forth and except as otherwise provided herein, Seller hereby agrees to transfer and assign, and the Bank hereby agrees to accept and assume the obligations of Seller for all deposit accounts, of every kind and description, maintained at or for the Branch Office at the close of business on the Closing Date, together with unpaid accrued interest thereon through the Closing Date (such deposits and such unpaid accrued interest hereinafter collectively referred to as the “Deposit Liabilities”), including without limitation, with respect to each Individual Retirement Account included among the Deposit Liabilities, the custodial arrangements and responsibilities in connection therewith. The Deposit Liabilities shall not include deposits which cannot lawfully be transferred and also shall not include any deposits of the City of Inverness. The term “accrued interest” shall mean interest on Deposit Liabilities which is accrued but unposted through the Closing Date. A list of all deposits at the Branch Office as of December 30, 2010 (which list shall include the rate of interest being paid on each of the deposits, the interest compound frequency, and whether the interest is paid on the collective balance or available balance of the deposit) is included in Schedule III to this Agreement.
