Disbursement Accounts. (a) During the period from the Closing Date through the Effective Time (the "Interim Operating Period"), FAREISI shall cause each FAFCO Member to (i) retain control over any disbursement account presently under the control of a FAFCO Member and (ii) continue to issue checks on behalf of the FAREISI Business in the ordinary course of business. FAREISI shall cause each FAFCO Member to separately account for amounts distributed by such FAFCO Member on behalf of the FAREISI Business. (b) In the event that NEWCO does not have a disbursement system or disbursement bank account in place by the Effective Time, FAREISI shall cause each FAFCO Member to assist NEWCO in processing NEWCO payments subsequent to the Effective Time, as follows: Prior to the Effective Time, those FAFCO Members which need to do so will open a new disbursement bank account ("NEWCO's FAREISI Disbursement Bank Account") to process post-Effective Time payments relating to the FAREISI Business. Each FAFCO Member will continue to process such accounts payable after the Effective Time and shall be entitled to be reimbursed for its direct costs incurred in connection therewith. The checks for these payments will be written from NEWCO's FAREISI Disbursement Bank Account. This bank account will not be run as a controlled disbursement account. No FAFCO Member will fund this account. The FAFCO Members will issue checks from NEWCO's FAREISI Disbursement Bank Account only to the extent that funding has been provided to this account by NEWCO in advance. There will be no interest credited to this account. All bank costs, expenses, fees and earnings credits relating to the opening and operation of NEWCO's FAREISI Disbursement Bank Account will be the responsibility of NEWCO and will be charged directly to such account. (c) Within ninety (90) days after the Effective Date (the last day of such ninety (90) day period to be known as the "Bank Account Cut-off Date"), NEWCO will have completed all necessary actions to transfer the ownership of NEWCO's FAREISI Disbursement Bank Account to NEWCO. Regardless of whether the transfer of ownership of FAREISI's NEWCO Disbursement Bank Account to NEWCO has been completed by the Bank Account Cut-off Date, FAREISI shall cause the FAFCO Members to cease issuing checks from this account as of the end of the Bank Account Cut-Off Date.
Appears in 2 contracts
Samples: Transition Agreement (First American Financial Corp), Transition Agreement (First American Financial Corp)
Disbursement Accounts. (a) During the period from the Closing Date through the Effective Time (the "Interim Operating Period"), FAREISI EXPERIAN shall cause each FAFCO Member to (i) retain control over any the controlled disbursement account presently under the control maintained by EXPERIAN at First Chicago/National Bank of a FAFCO Member Detroit and (ii) continue to issue checks on behalf of the FAREISI RES Business in the ordinary course of business. FAREISI shall cause each FAFCO Member to EXPERIAN will separately account for amounts distributed by such FAFCO Member on behalf of the FAREISI RES Business.
(b) In the event It is anticipated that NEWCO does will not have a disbursement system or disbursement bank account in place by the Effective Time, FAREISI shall cause each FAFCO Member to . EXPERIAN will assist NEWCO in processing NEWCO payments subsequent to the Effective Time, as follows: Prior to the Effective Time, those FAFCO Members which need to do so EXPERIAN will open a new disbursement bank account ("NEWCOEXPERIAN's FAREISI NEWCO Disbursement Bank Account") to process post-Effective Time payments relating to the FAREISI BusinessRES Business transferred to NEWCO. Each FAFCO Member EXPERIAN will continue to process such accounts payable after the Effective Time and shall be entitled Time, for a fee to be reimbursed for its direct costs incurred in connection therewithagreed by the parties prior to the Effective Time. The checks for these payments will be written from NEWCOEXPERIAN's FAREISI NEWCO Disbursement Bank Account. This bank account will not be run as a controlled disbursement account. No FAFCO Member , and EXPERIAN will not fund this account. The FAFCO Members EXPERIAN will issue checks from NEWCOEXPERIAN's FAREISI NEWCO Disbursement Bank Account only to the extent that funding has been provided to this account by NEWCO in advance. There will be no interest credited to this account. All bank costs, costs and expenses, fees and earnings credits credits, relating to the opening and operation of NEWCOEXPERIAN's FAREISI NEWCO Disbursement Bank Account will be the responsibility of NEWCO and will be charged directly to such the account.
(c) Within ninety (90) days after the Effective Date (the last day of such ninety (90) day period to be known as the "Bank Account Cut-off Date"), NEWCO will have completed all necessary actions to transfer the ownership of NEWCOEXPERIAN's FAREISI NEWCO Disbursement Bank Account to NEWCO. Regardless of whether the transfer of ownership of FAREISIEXPERIAN's NEWCO Disbursement Bank Account to NEWCO has been completed by the Bank Account Cut-off Date, FAREISI shall cause the FAFCO Members to EXPERIAN will cease issuing checks from this account as of the end of the Bank Account Cut-Off Date.
Appears in 2 contracts
Samples: Transition Agreement (First American Financial Corp), Transition Agreement (First American Financial Corp)