Common use of Backup Withholding Clause in Contracts

Backup Withholding. Any amounts required by any governmental agencies to be withheld from any of the Deposit Liabilities (the “Withholding Obligations”) will be handled as follows: (a) Any Withholding Obligations required to be remitted to a governmental agency on or prior to the Closing Time will be withheld and remitted by Seller prior to the Closing Date. (b) Any Withholding Obligations with respect to interest payments posted on or before the Closing Time, which are not required to be remitted to a government agency until after the Closing Time, shall be remitted by Purchaser. At the Closing, Seller will remit to Purchaser all sums withheld by Seller pursuant to Withholding Obligations which funds are or may be required to be remitted to a governmental agency on or after the Closing Time. (c) Any Withholding Obligations with respect to interest payments posted after the Closing Time will be remitted by Purchaser. Purchaser shall also remit to the appropriate governmental agency, on or after the Closing Time, all sums previously remitted by Seller to Purchaser pursuant to the second sentence of paragraph (b) hereof. (d) Any penalties described on “B” notices from the IRS or any similar penalties that relate to Deposit Liabilities accruing prior to the Closing Time will be paid by Seller promptly upon receipt of the notice, provided such penalty assessment resulted from Seller’s acts, policies or omissions.

Backup Withholding. Any amounts required by any governmental agencies to be withheld from any of the Deposit Liabilities (the “Withholding Obligations”) will be handled as follows: (a) Any Withholding Obligations required to be remitted to a governmental agency on or prior to before the Closing Time will be withheld and remitted by Seller prior to before the Closing Date. (b) Any Withholding Obligations with respect to interest payments posted on or before the Closing Time, which are not required to be remitted to a government agency until after the Closing Time, shall be remitted by PurchaserBuyer. At the Closing, Seller will remit to Purchaser Buyer all sums withheld by Seller pursuant to Withholding Obligations which funds are or may be required to be remitted to a governmental agency on or after the Closing Time. (c) Any Withholding Obligations with respect to interest payments posted after the Closing Time will be remitted by Purchaser. Purchaser shall also remit to the appropriate governmental agency, on or after the Closing Time, all sums previously remitted by Seller to Purchaser pursuant to the second sentence of paragraph (b) hereofBuyer. (d) Any penalties described on “B” notices from the IRS or any similar penalties that relate to Deposit Liabilities accruing prior to opened by Seller before the Closing Time will be paid by Seller promptly upon receipt of the notice, provided such penalty assessment resulted from Seller’s acts, policies or omissions.

Backup Withholding. Seller shall deliver to the Bank (i) on or before the Closing Date a list of all "B" (TINs do not match) and "C" (under reporting/IRS imposed withholding) notices from the IRS imposing withholding restrictions and (ii) for a period of one hundred twenty (120) calendar days after the Closing Date, all notices received by Seller from the IRS releasing withholding restrictions on the Deposit Liabilities. Any amounts required by any governmental agencies to be withheld from any of the Deposit Liabilities (the “"Withholding Obligations”") will be handled as follows: (a) Any Withholding Obligations required to be remitted to a the appropriate governmental agency on or prior to the Closing Time Date will be withheld and remitted by Seller prior to the Closing Date.Seller; (b) Any Withholding Obligations with respect to interest payments posted on or before the Closing Time, which are not required to be remitted to a government the appropriate governmental agency until on or after the Closing Time, shall Date will be remitted by Purchaserthe Bank. At the Closing, Seller will remit to Purchaser the Bank all sums withheld by Seller pursuant to Withholding Obligations which funds are or may be required to be remitted to a governmental agency agencies on or after the Closing TimeDate. (c) Any Withholding Obligations with respect to interest payments posted after the Closing Time will be remitted by Purchaser. Purchaser shall also remit to the appropriate governmental agency, on or after the Closing Time, all sums previously remitted by Seller to Purchaser pursuant to the second sentence of paragraph (b) hereof. (d) Any penalties described on “"B” " notices from the IRS or any similar penalties that relate to Deposit Liabilities accruing opened by Seller prior to the Closing Effective Time will be paid by Seller promptly upon receipt of the notice, provided such penalty assessment resulted from Seller’s 's acts, policies or omissions.

Backup Withholding. Any amounts required by any governmental agencies ------------------ to be withheld from any of the Deposit Liabilities Target Deposits (the “"Withholding Obligations”") ------------------------ will be handled as follows: (a) Any Withholding Obligations required to be remitted to a governmental agency on or prior to the Closing Time will be withheld and remitted by Seller prior to the Closing Date. (b) Any Withholding Obligations with respect to interest payments posted on or before the Closing Time, which are not required to be remitted to a government agency until after the Closing Time, shall be remitted by PurchaserBuyer. At the Closing, Seller will remit to Purchaser Buyer all sums withheld by Seller pursuant to Withholding Obligations which funds are or may be required to be remitted to a governmental agency on or after the Closing Time. (c) Any Withholding Obligations with respect to interest payments posted after the Closing Time will be remitted by Purchaser. Purchaser shall also remit to the appropriate governmental agency, on or after the Closing Time, all sums previously remitted by Seller to Purchaser pursuant to the second sentence of paragraph (b) hereofBuyer. (d) Any penalties described on “"B” " notices from the IRS or any similar penalties that relate to Deposit Liabilities accruing Target Deposits opened by Seller prior to the Closing Time will be paid by Seller promptly upon receipt of the notice, provided such penalty assessment resulted from Seller’s 's acts, policies or omissions.

Backup Withholding. Any amounts required by any governmental agencies to be withheld from any of the Deposit Liabilities Deposits (the “Withholding Obligations”) will be handled as follows: (a) Any Withholding Obligations required to be remitted to a governmental agency Regulatory Authority on or prior to before the close of business on the Closing Time Date will be withheld and remitted by Seller prior to before the Closing Date. (b) Any Withholding Obligations with respect to interest payments posted on or before the close of business on the Closing TimeDate, which are not required to be remitted to a government agency Regulatory Authority until after the close of business on the Closing TimeDate, shall be remitted by Purchaser. At the Closing, Seller will remit to Purchaser all sums withheld by Seller pursuant to Withholding Obligations which funds are or may be required to be remitted to a governmental agency Regulatory Authority on or after the Closing TimeClosing. (c) Any Withholding Obligations with respect to interest payments posted after the close of business on the Closing Time Date will be remitted by Purchaser. Purchaser shall also remit to the appropriate governmental agency, on or after the Closing Time, all sums previously remitted by Seller to Purchaser pursuant to the second sentence of paragraph (b) hereof. (d) Any penalties described on “B” notices from the IRS or any similar penalties that relate to Deposit Liabilities accruing prior to Deposits opened by Seller before the close of business on the Closing Time Date will be paid by Seller promptly upon receipt of the notice, ; provided that such penalty assessment resulted from Seller’s acts, policies or omissions.