Overdrafts and Transitional Action Sample Clauses

Overdrafts and Transitional Action. Overdrafts paid on the Deposit Accounts with respect to ledger dates after the Closing Date will be the responsibility and risk of BUYER. Overdrafts approved with respect to ledger dates prior to the Closing Date will be the responsibility and risk of SELLER.
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Overdrafts and Transitional Action. Overdrafts paid on the Deposit Accounts with respect to ledger dates after the Closing Date will be the responsibility and risk of BUYER. Overdrafts approved with respect to ledger dates more than four (4) business days prior to the Closing Date will be the responsibility and risk of BANK ONE. Overdrafts approved with respect to ledger dates during the period beginning four (4) business days prior to the Closing Date through the Closing Date, inclusive, will initially be the responsibility and risk of BUYER (other than overdrafts of customers who are specifically identified in writing by BUYER to BANK ONE not less than four (4) business days prior to the Closing Date); provided, however, that BUYER shall have the right to retransfer any such overdrafts back to BANK ONE for BANK ONE's responsibility and at its risk within six (6) days following the Closing Date, and BANK ONE will repurchase all rights in respect of such overdrafts from BUYER for the amount of each such overdraft outstanding at the time it is retransferred back to BANK ONE less the amount of the Acquisition Consideration paid by BUYER to BANK ONE attributable to such overdrafts; provided, however, that BUYER shall have closed all accounts on which each such overdraft exists not later than the date of such retransfer.
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Overdrafts and Transitional Action. Overdrafts on the Deposit Accounts occurring after the Closing will be the responsibility and risk of BUYER.
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Overdrafts and Transitional Action. Overdrafts on the Deposit Accounts will be the responsibility and risk of BUYER except to the extent that such overdrafts are thirty (30) days or more past due..
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Overdrafts and Transitional Action. 30 7.04 ATMs and Debit Cards...................................30 7.05
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Overdrafts and Transitional Action. 51 7.04 ATMs and Debit Cards . . . . . . . . . . . . . . . . . . . . . . . . 51 7.05
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Overdrafts and Transitional Action. Overdrafts paid on the Deposit Accounts with respect to ledger dates after the Closing Date will be the responsibility and risk of BUYER. SELLER shall use reasonable efforts to ensure that overdrafts approved with respect to ledger dates prior to the Closing Date will be the responsibility and risk of Banc One. Overdrafts approved with respect to ledger dates prior to the Closing Date through the Closing Date will initially be the responsibility and risk of BUYER; provided, however, that SELLER shall use reasonable efforts to ensure that BUYER shall have the right to retransfer any such overdrafts back to Banc One for Banc One's responsibility and at its risk within ten (10) days following the Closing Date, and Banc One will repurchase all rights in respect of such overdrafts from BUYER for the lesser of a) the amount of each such overdraft as of the Closing Date or b) the amount of each such overdraft outstanding at the time it is retransferred back to Banc One, minus the amount of the Acquisition Consideration paid by BUYER to SELLER attributable to such overdrafts and, provided further, that BUYER shall have closed all accounts on which each such overdraft exists not later than the date of such retransfer.
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Overdrafts and Transitional Action. Overdrafts on the Transferred Accounts up to and including the date of Closing will be the responsibility and risk of Seller and all fees associated therewith shall be the property of Seller. Overdrafts on the Transferred Accounts after the date of Closing will be the responsibility and risk of Purchaser and all fees associated therewith shall be the property of Purchaser.
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Overdrafts and Transitional Action. Overdrafts on the Transferred Accounts up to
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Related to Overdrafts and Transitional Action

  • Additional Actions If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Merger Sub or the Company or otherwise carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of Merger Sub or the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of Merger Sub or the Company, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

  • Additional Actions and Documents Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

  • Additional Action The Surviving Corporation may, at any time after the Effective Time, take any action, including executing and delivering any document, in the name and on behalf of either the Company or the Transitory Subsidiary, in order to consummate the transactions contemplated by this Agreement.

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Devotion of Time; Additional Activities (a) The Manager will provide a dedicated management team, including a President, a Chief Financial Officer and a Chief Operating Officer of the Company, to provide the management services to be provided by the Manager to the Company hereunder, the members of which team shall have as their primary responsibility the management of the Company and shall devote such of their time to the management of the Company as the Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Company from time to time.

  • Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

  • ADDITIONAL ACTIVITIES I agree that during the period of my employment by the Company I will not, without the Company's express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Certain Obligations Respecting Subsidiaries (a) The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that (i) each of its Subsidiaries at all times is a Wholly Owned Subsidiary (except for any stock or other equity interests of such Subsidiary which is owned by a third party as of the Effective Date, as listed in Schedule IV hereto) and (ii) each of its Subsidiaries is and becomes a party to the Subsidiary Guarantee and the JCI/JNI Security Agreement, PROVIDED that, in the event of any Subsidiary organized as a partnership or limited liability company, the Borrower shall cause each of the partners or members thereof, as the case may be, to enter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Banks, shall be granted a first prior perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Banks hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). In the event that any such additional shares of stock or other equity interests shall be issued by any Subsidiary of the Borrower, the Borrower agrees forthwith to, and to cause its Subsidiaries to, deliver to the Agent pursuant to the Security Documents the certificates (if any) evidencing such shares of stock or other equity interests, accompanied by undated stock powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Documents.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

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