Handling of Certain Items. (a) During the sixty (60) calendar-day period after the Closing Date, (i) Seller shall forward to Purchaser as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaser. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a). Upon the expiration of such sixty (60) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party drafts may be drawn by the depositor. Purchaser shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a). Upon the expiration of such sixty (60) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by the depositor. (b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“Returned Items”) will be handled as set forth herein. Except as set forth below, Returned Items shall be the responsibility of Seller. If upon Purchaser’s receipt of such Returned Item there are sufficient funds in the account to which such Returned Item was credited, or any other account transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account because of Purchaser’s failure to honor holds placed on such account, Purchaser shall repay the amount of such Returned Item to Seller. (c) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether drawn on the checks, withdrawal orders or draft forms provided by Seller or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit Liabilities.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Green Bancorp, Inc.), Purchase and Assumption Agreement (Green Bancorp, Inc.)
Handling of Certain Items. (a) During the sixty ninety (6090) calendar-day period after the Closing Date, (i) Seller shall forward to Purchaser as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaser. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)6.13. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party drafts may be drawn by the depositor. Purchaser shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)6.13. Upon the expiration of such sixty ninety (6090) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by the depositor.
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“Returned Items”) will be handled as set forth herein. Except as set forth below, Returned Items shall be the responsibility of Seller. If upon Purchaser’s receipt of such Returned Item there are sufficient funds in the account to which such Returned Item was credited, or any other account transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account because of Purchaser’s failure to honor holds placed on such account, Purchaser shall repay the amount of such Returned Item to Seller.
(c) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether drawn on the checks, withdrawal orders or draft forms provided by Seller or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit Liabilities.
(d) Holds, stop payments and special instructions that have been placed on or with respect to particular deposit accounts by Seller or on individual checks, draws or other instruments shall be continued by Purchaser under the same terms. In order for Purchaser to comply with the foregoing, Seller shall deliver to Purchaser a complete and accurate list and a tape or electronic file (which such tape or data file may be a part of the conversion data file provided by Seller to Purchaser) in a format reasonably acceptable to Purchaser of any such holds, stop payments and special instructions at the Closing and as of the Closing Date.
Appears in 2 contracts
Samples: Branch Purchase and Assumption Agreement (Green Bancorp, Inc.), Branch Purchase and Assumption Agreement (Green Bancorp, Inc.)
Handling of Certain Items. (a) As soon as practicable after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser for the purpose of effecting transactions with respect to such Transaction Accounts. The parties hereto shall use their best efforts to develop procedures which cause Seller's drafts against Transaction Accounts which are received after the Closing Date to be cleared through Purchaser's then-current clearing procedures. During the sixty ninety (6090) calendar-day period after the Closing Date, (i) if it is not possible to clear Transaction Account drafts through Purchaser's then- current clearing procedures, Seller shall forward to Purchaser as soon as practicable but in no event more than five three (53 )) business days Business Days after receipt all Transaction Account drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaseragainst Transaction Accounts. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)such forwarded Transaction Account drafts. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party Transaction Accounts. Seller shall be compensated for its processing of the drafts may be drawn by during the depositor. Purchaser shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a). Upon ninety (90) day period following the expiration of such sixty (60) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by the depositorClosing Date in accordance with Schedule 4.11 hereto.
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time Closing and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“"Returned Items”") will be handled as set forth herein. Except as set forth belowIf Seller's bank account is charged for the Returned Item, Seller shall forward such Returned Items shall be the responsibility of SellerItem to Purchaser. If upon Purchaser’s 's receipt of such Returned Item there are sufficient funds in the account Deposit to which such Returned Item was credited, credited or any other account Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account Deposit because of Purchaser’s 's failure to honor holds placed on such account, Purchaser shall repay the amount of such Returned Item to Seller.
(c) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether drawn on the checks, withdrawal orders or draft forms provided by Seller or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit Liabilities.such
Appears in 1 contract
Samples: Purchase and Assumption Agreement (National Bancshares Corp of Texas)
Handling of Certain Items. (a) As soon as practicable after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser for the purpose of effecting transactions with respect to such Transaction Accounts. The parties hereto shall use their best efforts to develop procedures which cause Seller's drafts against Transaction Accounts which are received after the Closing Date to be cleared through Purchaser's then-current clearing procedures. During the sixty ninety (6090) calendar-day period after the Closing Date, (i) if it is not possible to clear Transaction Account drafts through Purchaser's then-current clearing procedures, Seller shall forward to Purchaser as soon as practicable but in no event more than five three (53) business days Business Days after receipt all Transaction Account drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaseragainst Transaction Accounts. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)such forwarded Transaction Account drafts. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party Transaction Accounts. Seller shall be compensated for its processing of the drafts may be drawn by during the depositor. Purchaser shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a). Upon ninety (90) day period following the expiration of such sixty (60) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by the depositorClosing Date in accordance with Schedule 4.11 hereto.
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time Closing and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“"Returned Items”") will be handled as set forth herein. Except as set forth belowIf Seller's bank account is charged for the Returned Item, Seller shall forward such Returned Items shall be the responsibility of SellerItem to Purchaser. If upon Purchaser’s 's receipt of such Returned Item there are sufficient funds in the account Deposit to which such Returned Item was credited, credited or any other account Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account Deposit because of Purchaser’s 's failure to honor holds placed on such accountDeposit, Purchaser shall repay the amount of such the Returned Item to Seller.
. Any items that were credited for deposit to or cashed against an account at the Branches to be transferred at the Closing prior to the Closing and are returned unpaid more than sixty (c60) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checksdays after the Closing will be the responsibility of Purchaser, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over except that for a period of eighteen (18) months after the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether Closing checks drawn on the checksUnited States Treasury, withdrawal orders or draft forms provided checks issued by Seller or by Purchaser, state governments and in all other respects to discharge, in municipalities and checks returned for endorsement irregularities will be the usual course responsibility of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit LiabilitiesSeller.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Klamath First Bancorp Inc)
Handling of Certain Items. (a) As soon as practicable after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser for the purpose of effecting transactions with respect to such Transaction Accounts. The parties hereto shall use their best efforts to develop procedures which cause Seller's drafts against Transaction Accounts which are received after the Closing Date to be cleared through Purchaser's then- current clearing procedures. During the sixty ninety (6090) calendar-day period after the Closing Date, (i) if it is not possible to clear Transaction Account drafts through Purchaser's then-current clearing procedures, Seller shall forward to Purchaser as soon as practicable but in no event more than five three (53) business days Business Days after receipt all Transaction Account drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaseragainst Transaction Accounts. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)such forwarded Transaction Account drafts. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party drafts may be drawn by the depositorTransaction Accounts. Purchaser shall have no obligation and Seller will agree upon a reasonable market rate compensation to pay any be paid to Seller for its processing of the drafts that it forwards pursuant to this Section 3.12(a). Upon during the expiration of such sixty ninety (6090) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by period following the depositorClosing Date.
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time Closing and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“"Returned Items”") will be handled as set forth herein. Except as set forth belowIf Seller's bank account is charged for the Returned Item, Seller shall forward such Returned Items shall be the responsibility of SellerItem to Purchaser. If upon Purchaser’s 's receipt of such Returned Item there are sufficient funds in the account Deposit to which such Returned Item was credited, credited or any other account Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account Deposit because of Purchaser’s 's failure to honor holds placed on such accountDeposit, Purchaser shall repay the amount of such the Returned Item to Seller.
. Any items that were credited for deposit to or cashed against an account at the Branches to be transferred at the Closing prior to the Closing and are returned unpaid more than sixty (c60) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checksdays after the Closing will be the responsibility of Purchaser, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over except that for a period of eighteen (18) months after the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether Closing checks drawn on the checksUnited States Treasury, withdrawal orders or draft forms provided checks issued by Seller or by Purchaser, state governments and in all other respects to discharge, in municipalities and checks returned for endorsement irregularities will be the usual course responsibility of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit LiabilitiesSeller.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Heritage Oaks Bancorp)
Handling of Certain Items. (a) As soon as practicable after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser for the purpose of effecting transactions with respect to such Transaction Accounts. The parties hereto shall use their best efforts to develop procedures which cause Seller's drafts against Transaction Accounts which are received after the Closing Date to be cleared through Purchaser's then-current clearing procedures. During the sixty ninety (6090) calendar-day period after the Closing Date, (i) if it is not possible to clear Transaction Account drafts through Purchaser's then- current clearing procedures, Seller shall forward to Purchaser as soon as practicable but in no event more than five three (53) business days Business Days after receipt all Transaction Account drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaseragainst Transaction Accounts. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)such forwarded Transaction Account drafts. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party drafts may Transaction Accounts. Seller shall be drawn by the depositor. Purchaser shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a). Upon the expiration of such sixty (60) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by the depositor.compensated for its
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time Closing and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“"Returned Items”") will be handled as set forth herein. Except as set forth belowIf Seller's bank account is charged for the Returned Item, Seller shall forward such Returned Items shall be the responsibility of SellerItem to Purchaser. If upon Purchaser’s 's receipt of such Returned Item there are sufficient funds in the account Deposit to which such Returned Item was credited, credited or any other account Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account Deposit because of Purchaser’s 's failure to honor holds placed on such accountDeposit, Purchaser shall repay the amount of such the Returned Item to Seller.
. Any items that were credited for deposit to or cashed against an account at the Branches to be transferred at the Closing prior to the Closing and are returned unpaid more than sixty (c60) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checksdays after the Closing will be the responsibility of Purchaser, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over except that for a period of eighteen (18) months after the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether Closing checks drawn on the checksUnited States Treasury, withdrawal orders or draft forms provided checks issued by Seller or by Purchaser, state governments and in all other respects to discharge, in municipalities and checks returned for endorsement irregularities will be the usual course responsibility of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit LiabilitiesSeller.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Cowlitz Bancorporation)
Handling of Certain Items. (a) As soon as practicable after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser for the purpose of effecting transactions with respect to such Transaction Accounts. The parties hereto shall use their best efforts to develop procedures which cause Seller's drafts against Transaction Accounts which are received after the Closing Date to be cleared through Purchaser's then-current clearing procedures. During the sixty ninety (6090) calendar-day period after the Closing Date, (i) if it is not possible to clear Transaction Account drafts through Purchaser's then-current clearing procedures, Seller shall forward to Purchaser as soon as practicable but in no event more than five three (53) business days Business Days after receipt all Transaction Account drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaseragainst Transaction Accounts. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)such forwarded Transaction Account drafts. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party drafts may be drawn by the depositorTransaction Accounts. Purchaser shall have no obligation and Seller will agree upon a reasonable market rate compensation to pay any be paid to Seller for its processing of the drafts that it forwards pursuant to this Section 3.12(a). Upon during the expiration of such sixty ninety (6090) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by period following the depositorClosing Date.
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time Closing and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“Returned Items”"RETURNED ITEMS") will be handled as set forth herein. Except as set forth belowIf Seller's bank account is charged for the Returned Item, Seller shall forward such Returned Items shall be the responsibility of SellerItem to Purchaser. If upon Purchaser’s 's receipt of such Returned Item there are sufficient funds in the account Deposit to which such Returned Item was credited, credited or any other account Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account Deposit because of Purchaser’s 's failure to honor holds placed on such accountDeposit, Purchaser shall repay the amount of such the Returned Item to Seller.
. Any items that were credited for deposit to or cashed against an account at the Branches to be transferred at the Closing prior to the Closing and are returned unpaid more than sixty (c60) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checksdays after the Closing will be the responsibility of Purchaser, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over except that for a period of eighteen (18) months after the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether Closing checks drawn on the checksUnited States Treasury, withdrawal orders or draft forms provided checks issued by Seller or by Purchaser, state governments and in all other respects to discharge, in municipalities and checks returned for endorsement irregularities will be the usual course responsibility of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit LiabilitiesSeller.
Appears in 1 contract
Handling of Certain Items. (a) As soon as practicable after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser for the purpose of effecting transactions with respect to such Transaction Accounts. The parties hereto shall use their best efforts to develop procedures which cause Seller's drafts against Transaction Accounts which are received after the Closing Date to be cleared through Purchaser's then-current clearing procedures. During the sixty ninety (6090) calendar-day period after the Closing Date, (i) if it is not possible to clear Transaction Account drafts through Purchaser's then-current clearing procedures, Seller shall forward to Purchaser as soon as practicable but in no event more than five three (53) business days Business Days after receipt all Transaction Account drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Seller for payment that are drawn on accounts constituting Deposit Liabilities and (ii) Purchaser shall forward to Seller as soon as practicable but in no event more than five (5) business days after receipt all drafts in respect of a transaction account, money market deposit account or any other account upon which third-party drafts may be drawn by the depositor presented to Purchaser for payment that are drawn on deposit accounts of Seller that are not Deposit Liabilities, but which items are nonetheless routed to Purchaseragainst Transaction Accounts. Seller shall have no obligation to pay any drafts that it forwards pursuant to this Section 3.12(a)such forwarded Transaction Account drafts. Upon the expiration of such sixty ninety (6090) calendar-day period, Seller shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third-party drafts may be drawn by the depositorTransaction Accounts. Purchaser shall have no obligation and Seller will agree upon a reasonable market rate compensation to pay any be paid to Seller for its processing of the drafts that it forwards pursuant to this Section 3.12(a). Upon during the expiration of such sixty ninety (6090) calendar-day period, Purchaser shall cease forwarding drafts against transaction accounts, money market deposit accounts or any other account upon which third party drafts may be drawn by period following the depositorClosing Date.
(b) Any items that were credited for deposit to or cashed against a Deposit Liability prior to the Effective Time and are returned unpaid on or within sixty (60) calendar days after the Closing Date (“Returned Items”) will be handled as set forth herein. Except as set forth below, Returned Items shall be the responsibility of Seller. If upon Purchaser’s receipt of such Returned Item there are sufficient funds in the account to which such Returned Item was credited, or any other account transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such accounts Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the account Deposit because of Purchaser’s 's failure to honor holds placed on such accountDeposit, Purchaser shall repay the amount of such the Returned Item to Seller.
. Any items that were credited for deposit to or cashed against an account at the Branches to be transferred at the Closing prior to the Closing and are returned unpaid more than sixty (c60) Purchaser agrees to pay in accordance with any applicable law and customary banking practices all properly drawn and presented checksdays after the Closing will be the responsibility of Purchaser, drafts and withdrawal orders presented to Purchaser by mail, by forward from Seller, over except that for a period of eighteen (18) months after the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities, whether Closing checks drawn on the checksUnited States Treasury, withdrawal orders or draft forms provided checks issued by Seller or by Purchaser, state governments and in all other respects to discharge, in municipalities and checks returned for endorsement irregularities will be the usual course responsibility of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors of the Deposit LiabilitiesSeller.
Appears in 1 contract