Common use of Following the Closing Date Clause in Contracts

Following the Closing Date. 4.5.1 each Seller shall, or shall procure that a member of that Seller’s Group shall, pay a pro-rated cash bonus for the current bonus year as at the Effective Time and any unpaid cash bonus for the bonus year which ended before the Effective Time to each Transferred Employee formerly employed by that Seller’s Group and who participated in such annual cash bonus plan within 90 days following the Closing Date. For the avoidance of doubt, this paragraph 4.5.1 shall apply whether or not a member of that Seller’s Group provides post-Closing payroll services to a Target Group Company; and 4.5.2 where the Seller to whom such Transferred Employee relates is able to determine performance, any such bonus payment made to such eligible employees will be based on that Seller’s determination of performance to the Effective Time and (where applicable) pro-rated to the Effective Time; or 4.5.3 where that Seller is unable to determine performance (either business or individual), for example, because the Effective Time occurs near the start of the bonus year, that Seller shall calculate any such bonus payment based on a deemed achievement of performance conditions at target level pro-rated to the Effective Time; and 4.5.4 as soon as reasonably practicable after the Closing Date, the Purchaser shall, or shall procure that such other member of the Purchaser’s Group shall, provide such information as that Seller requires in order for that Seller to calculate the Tax payable or accountable for by the employer in respect of such bonus payments; and 4.5.5 if and to the extent permitted by Applicable Law, the Seller to whom such Transferred Employee relates shall, or shall procure that such other member of that Seller’s Group shall, deduct and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments; or 4.5.6 if and to the extent paragraph 4.5.5 above is not permitted by Applicable Law, the Purchaser shall, or shall procure that such other member of the Purchaser’s Group shall, pay and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments and the Seller to whom such Transferred Employee relates shall reimburse the Purchaser in respect of such amounts so paid and/or accounted for; and 4.5.7 where any amount in respect of payments made by the Seller to whom such Transferred Employee relates or any other member of that Seller’s Group pursuant to this paragraph 4.5 is reflected in the Closing Statement of that Seller, the Purchaser shall reimburse that Seller in respect of the amount so reflected. For the avoidance of doubt, no reimbursement by the Purchaser shall be due in respect of any such payment to the extent it is not reflected in that Closing Statement.

Following the Closing Date. 4.5.1 each Seller shall(i) The Buyer agrees to pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Buyer by mail, over the counter, or through the check clearing system of the banking industry, by depositors related to the Deposits, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Buyer, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Buyer has assumed the Deposits. The Buyer’s obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) shall procure that a member of that Seller’s Group shallnot apply to any such check, pay a pro-rated cash bonus for draft, or withdrawal order presented to the current bonus year as at the Effective Time and any unpaid cash bonus for the bonus year which ended before the Effective Time to each Transferred Employee formerly employed by that Seller’s Group and who participated in such annual cash bonus plan within 90 Buyer more than sixty (60) days following the Closing Date. For . (ii) If any of such depositors, instead of accepting the avoidance obligation of doubtthe Buyer to pay the Deposits, this paragraph 4.5.1 shall apply whether or not a member of that Seller’s Group provides post-Closing payroll services to a Target Group Company; and 4.5.2 where demand payment from the Seller to whom such Transferred Employee relates is able to determine performance, for all or any part of any such bonus payment made Deposits, the Seller shall not be liable or responsible for making such payment. (iii) After the Closing, the Seller shall be and have the rights and obligations of a “Collecting Bank” or “Intermediary Bank” under Article 4 of the Uniform Commercial Code, as adopted by Section 11-4-101 et seq. of the Official Code of Georgia Annotated, with respect to items drawn on the accounts transferred which are received by the Seller for processing. Items received for processing against the Deposits shall be grouped and delivered to the Buyer within the time limits provided by the Uniform Commercial Code in a special cash letter separately identified as “Transferred Accounts Cash Letter.” For purposes of paying Buyer’s obligations to Seller under this Section 2.7(b)(iii), the Buyer will establish a settlement account with the Seller at the Closing Date in a collected amount equal to one percent (1%) of the Deposits that are demand deposits (the “Settlement Account”), which amount will be maintained by the Buyer for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns and items hereafter referred to in this sentence and (ii) charged amounts in accordance with this Section 2.7(b)(iii) to provide, among other things, for the settlement by the Buyer of checks, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are related to the Deposits in subsection (i) of this Section 2.7(b). In order to reduce the continuing charges to the Seller through the check clearing system of the banking system which shall result from check forms of the Seller being used after the Closing Date by the depositors whose accounts are assumed, the Buyer agrees, at its cost and expense, and without charge to such eligible employees will be based on that Seller’s determination of performance depositors, to notify such depositors promptly after the Effective Time and (where applicable) pro-rated to the Effective Time; or 4.5.3 where that Seller is unable to determine performance (either business or individual), for example, because the Effective Time occurs near the start Closing Date of the bonus yearBuyer’s assumption of the Deposits and, that Seller shall calculate any such bonus payment based on a deemed achievement of performance conditions at target level pro-rated to the Effective Time; and 4.5.4 as soon as reasonably practicable not more than 10 calendar days after the Closing Date, to furnish each depositor of an assumed account with new checks on the Purchaser shall, or shall procure that such other member forms of the PurchaserBuyer reflecting the Buyer’s Group shall, provide such information as that Seller requires in order for that Seller routing number and with instructions to calculate utilize the Tax payable or accountable for by the employer in respect of such bonus payments; and 4.5.5 if Buyer’s checks and to destroy unused checks of the extent permitted by Applicable LawSeller. After the expiration of the 60-day period following the Closing Date, the Seller to whom such Transferred Employee relates shallshall dishonor checks, drafts, or shall procure that such other member of that Seller’s Group shall, deduct and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments; or 4.5.6 if and withdrawal orders related to the extent paragraph 4.5.5 above is not permitted by Applicable Law, Deposits in subsection (i) of this Section 2.7(b) unless the Purchaser shall, or shall procure that such other member Seller and the Buyer agree to extend the 60-day period and extend the provision for the Settlement Account as necessary. The Buyer agrees to arrange for the transportation directly and pay the expenses of the Purchaser’s Group shall, pay and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments and transporting from the Seller to whom such Transferred Employee relates shall reimburse the Purchaser in respect Buyer all checks, drafts, orders of such amounts so paid and/or accounted for; and 4.5.7 where any amount in respect of payments made by withdrawal, cash letters, magnetic tapes and other items related to the Seller to whom such Transferred Employee relates or any other member of that Seller’s Group pursuant receipt of items relating to this paragraph 4.5 is reflected in the Deposits after the Closing Statement of that Seller, Date. These transportation expenses may be charged against the Purchaser shall reimburse that Seller in respect Settlement Account of the amount so reflected. For the avoidance of doubt, no reimbursement by the Purchaser shall be due in respect of any such payment to the extent it is not reflected in that Closing StatementBuyer.

Following the Closing Date. 4.5.1 each the Seller shall, or shall procure that a member of that the Seller’s Group shall, pay a pro-rated cash bonus for the current bonus year as at the Effective Time and any unpaid cash bonus for the bonus year which ended before the Effective Time to each Transferred Employee formerly employed by that Seller’s Group and who participated in such annual cash bonus plan within 90 days following the Closing Date. For the avoidance of doubt, this paragraph 4.5.1 shall apply whether or not a member of that Seller’s Group provides post-Closing payroll services to a Target Group Company; and 4.5.2 where the Seller to whom such Transferred Employee relates is able to determine performance, any such bonus payment made to such eligible employees will be based on that the Seller’s determination of performance to the Effective Time and (where applicable) pro-rated to the Effective Time; or 4.5.3 where that the Seller is unable to determine performance (either business or individual), for example, because the Effective Time occurs near the start of the bonus year, that the Seller shall calculate any such bonus payment based on a deemed achievement of performance conditions at target level pro-rated to the Effective Time; and 4.5.4 as soon as reasonably practicable after the Closing Date, the Purchaser shall, or shall procure that such other member of the Purchaser’s Group shall, provide such information as that the Seller requires in order for that the Seller to calculate the Tax payable or accountable for by the employer in respect of such bonus payments; and; 4.5.5 if and to the extent permitted by Applicable Law, the Seller to whom such Transferred Employee relates shall, or shall procure that such other member of that the Seller’s Group shall, deduct and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments; or 4.5.6 if and to the extent paragraph 4.5.5 above is not permitted by Applicable Law, the Purchaser shall, or shall procure that such other member of the Purchaser’s Group shall, pay and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments and the Seller to whom such Transferred Employee relates shall reimburse the Purchaser in respect of such amounts so paid and/or accounted for; and 4.5.7 where any amount in respect of payments made by the Seller to whom such Transferred Employee relates or any other member of that the Seller’s Group pursuant to this paragraph 4.5 is reflected in the Closing Statement of that SellerStatement, the Purchaser shall reimburse that the Seller in respect of the amount so reflected. For the avoidance of doubt, no reimbursement by the Purchaser shall be due in respect of any such payment to the extent it is not reflected in that the Closing Statement.