Enhabit Liabilities Clause Samples

Enhabit Liabilities. For the purposes of this Agreement, “Enhabit Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:
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Related to Enhabit Liabilities

  • Deposit Liabilities  (a) The Deposit Liabilities of Fidelity Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due and Fidelity Bank is 53 authorized to hold the Deposit Liabilities. Except for such liens as set forth on the Fidelity Disclosure Schedule 3.18, the Deposit Liabilities of Fidelity Bank are not subject to any lien, including without limitation any liens in favor of Fidelity Bank and are not, as of the close of business on the Closing Date, subject to court order, legal restraint, automatic stay in bankruptcy, other legal process or stop payment orders.  (b) All of the Deposit Liabilities of Fidelity Bank have been administered and originated, in compliance in all material respects with the documents governing the relevant type of deposit account and all applicable laws and regulations. The Deposit Liabilities of Fidelity Bank were opened, extended or made, and have been maintained, in accordance with all applicable federal and state laws, regulations, rules and orders, and has been operated in compliance with Fidelity Bank’s policies and procedures. No Deposit Liabilities of Fidelity Bank are maintained by a “money service business” within the meaning of regulations promulgated under the USA PATRIOT Act. None of the Deposit Liabilities of Fidelity Bank account holders are on the list of Specially Designated Nationals or Blocked Persons of the Office of Foreign Assets Control.  (c) Fidelity Bank has properly accrued interest on the Deposit Liabilities of Fidelity Bank and the records respecting the Deposit Liabilities accounts accurately reflect such accruals of interest.  (d) None of the Deposit Liabilities of Fidelity Bank are “brokered deposits” within the meaning of the rules and regulations of the FDIC; none of the Deposit Liabilities of Fidelity Bank were obtained through the Certificate of Deposit Account Registry Service or similar reciprocal placement network or through an internet listing service. None of the Deposit Liabilities of Fidelity Bank are held by Federal, State, county or other municipal governments or governmental or quasi-governmental agencies or are subject to escheat.  (e) With respect to the Deposit Liabilities of Fidelity Bank, Fidelity Bank is in material compliance with the law and Treasury Regulations relating to (i) obtaining from depositors of the Deposit Liabilities of Merchants Bank executed IRS Forms W-8 and W-9 when appropriate and (ii) reporting of interest.

  • Default Liabilities 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

  • Contingent Liabilities Assume, guarantee, endorse or otherwise become contingently liable for the obligation of any Person except by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and except for obligations arising in connection with the sale of Mortgage Loans with recourse in the ordinary course of Borrower's business.

  • Current Liabilities Current Liabilities means the aggregate amount of all current liabilities as determined in accordance with GAAP, but in any event shall include all liabilities except those having a maturity date which is more than one year from the date as of which such computation is being made.

  • Overdraft Liability The following actions may be taken by us if we receive a draft or other item drawn against your account and there are insufficient funds based on the available balance in your account to cover the draft or item: • Cover the draft or item in accordance with the terms of any written overdraft plan that you have established with us. • Pay the draft or item and create an overdraft to your account. Any negative balance on your account is immediately due and payable, unless we agree otherwise in writing. We may place a hold on balances in any other account you have with us until the overdraft is paid or we may set-off the amount of the overdraft against any of your other accounts in accordance with the terms of this agreement, unless prohibited by applicable law. • Return the draft or item unpaid. We may, at our option and without notice to you, refuse to pay any draft or item if it would create an overdraft, even though we may have previously established a pattern of honoring such drafts or items. We have no obligation to notify you before we decide to either pay a draft or item that creates an overdraft or to dishonor a draft or item that is drawn against insufficient available funds. Drafts or other transfers or payment orders that are drawn against insufficient funds may be subject to a service charge set forth in the Fee Schedule. National Automated Clearing House Association (NACHA) Rules allow Originating Depository Financial Institutions to reinitiate/resubmit an ACH debit returned due to NSF or uncollected funds up to two times. If the same draft or other transfer or payment order is submitted a second time, and there are insufficient funds in the account, it may be returned unpaid a second time with a fee assessed on the same item a second time. If we pay a draft or item against insufficient available funds or an overdraft is otherwise created on the account, you agree to pay any overdraft immediately. You agree to reimburse us for the cost and expenses we incur in recovering the overdraft from you, including our reasonable attorney’s fees and court costs.