Common use of BACK-UP WITHHOLDING Clause in Contracts

BACK-UP WITHHOLDING. Any amounts required by any governmental agencies to be withheld from any of the accounts associated with the Deposit Liabilities (the “Withholding Obligations”) will be handled as follows: (a) Any Withholding Obligations required to be remitted to the appropriate governmental agency prior to the Effective Time will be withheld and remitted by Seller and Seller shall provide Purchaser with satisfactory evidence thereof at Closing; (b) At Closing, Seller will remit to Purchaser all sums withheld by Seller pursuant to Withholding Obligations together with satisfactory detail thereof which funds are or may be required to be remitted to governmental agencies on or after the Effective Time. Any Withholding Obligations required to be remitted to the appropriate governmental agency on or after the Effective Time will be remitted by Purchaser. Purchaser and Seller shall mutually indemnify and hold harmless the other from and against any claim relating to Withholding Obligations which is the responsibility of the other hereunder.

Appears in 2 contracts

Samples: Branch Purchase and Assumption Agreement (DCB Financial Corp), Purchase and Assumption Agreement (Ohio Legacy Corp)

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BACK-UP WITHHOLDING. Any amounts required by any governmental agencies to be withheld from any of the accounts associated with the Deposit Liabilities deposits (the "Withholding Obligations") will be handled as follows: (a) Any Withholding Obligations required to be remitted to the appropriate governmental agency prior to the Effective Time Closing will be withheld and remitted by Seller and Seller shall provide Purchaser Buyer with satisfactory evidence thereof at Closing; (b) At the Closing, Seller will remit to Purchaser Buyer all sums withheld by Seller pursuant to Withholding Obligations together with satisfactory detail thereof which funds are or may be required to be remitted to governmental agencies on or after the Effective TimeClosing Date. Any Withholding Obligations required to be remitted to the appropriate governmental agency on or after the Effective Time Closing will be remitted by PurchaserBuyer. Purchaser Buyer and Seller shall mutually indemnify and hold harmless the other from and against any claim relating to Withholding Obligations which is the responsibility of the other hereunder.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Park National Corp /Oh/)

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BACK-UP WITHHOLDING. Any amounts required by any governmental agencies to be withheld from any of the accounts associated with the Deposit Liabilities (the “Withholding Obligations”) will be handled as follows: (a) Any Withholding Obligations required to be remitted to the appropriate governmental agency prior to the Effective Time will be withheld and remitted by the Seller and the Seller shall provide the Purchaser with satisfactory evidence thereof at Closing; (b) At Closing, the Seller will remit to the Purchaser all sums withheld by the Seller pursuant to Withholding Obligations Obligations, together with satisfactory detail thereof thereof, which funds are or may be required to be remitted to governmental agencies on at or after the Effective Time. Any Withholding Obligations required to be remitted to the appropriate governmental agency on at or after the Effective Time will be remitted by the Purchaser. The Purchaser and the Seller shall mutually indemnify and hold harmless the other from and against any claim relating to Withholding Obligations which is the responsibility of the other hereunder.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (Wesbanco Inc)

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