Common use of Payroll Accounts Clause in Contracts

Payroll Accounts. (a) During the Interim Period, EXPERIAN shall retain the payroll bank account maintained by EXPERIAN with Bank of America as of the Closing Date. EXPERIAN will (with respect to the RES Business) issue paychecks and make direct payroll deposits from this account for the period from the Closing Date through the end of last payroll period ending prior to the Effective Time. All payroll liabilities of the RES Business for Hired Employees accrued after such time will be transferred to NEWCO at the Effective Time. (b) It is anticipated that NEWCO will not have a payroll system or payroll bank account in place by the Effective Time. In such event, EXPERIAN will assist NEWCO in processing NEWCO's payroll related to the RES Business subsequent to the Effective Time, as follows: Prior to the Effective Time, EXPERIAN will open a new payroll bank account ("EXPERIAN's NEWCO Payroll Bank Account") to process NEWCO payroll relating to the RES Business. EXPERIAN will continue to process such payroll after the Effective Time for a fee to be agreed by the parties prior to the Effective Time. These payments will be issued from EXPERIAN's NEWCO Payroll Bank Account. This bank account will not be run as a controlled disbursement account, and EXPERIAN will not fund this account. NEWCO must deposit funds into the account for payroll taxes paid and net payroll one day before each pay day. There will be no interest credited to this account. All bank costs and expenses, and earnings credits, relating to the opening and operation of EXPERIAN's NEWCO Payroll Bank Account will be the responsibility of NEWCO and will be charged directly to the account. (c) By the Bank Account Cut-off Date, NEWCO will have completed all necessary actions to transfer the ownership of EXPERIAN's NEWCO Payroll Bank Account to NEWCO. Regardless of whether the transfer of ownership of EXPERIAN's NEWCO Payroll Bank Account to NEWCO has been completed by the Bank Account Cut-off Date, EXPERIAN will cease issuing checks and making payments from this account as of the end of the Bank Account Cut-Off Date.

Payroll Accounts. (a) During the Interim Period, EXPERIAN FAREISI shall cause each FAFCO Member to retain the its payroll bank account maintained by EXPERIAN with Bank of America as of accounts in existence on the Closing Datedate hereof. EXPERIAN will FAREISI shall cause the FAFCO Members to (with respect to the RES FAREISI Business) issue paychecks and make direct payroll deposits from this account for the period from the Closing Date through the end of the last payroll period ending prior to the Effective Time. All payroll liabilities of the RES FAREISI Business for Hired Employees accrued after such time will be transferred to NEWCO at the Effective Time. (b) It is anticipated In the event that NEWCO will does not have a payroll system or payroll bank account in place by the Effective Time. In such event, EXPERIAN will FAREISI shall cause each FAFCO Member to assist NEWCO in processing NEWCO's payroll related to the RES FAREISI Business subsequent to the Effective Time, as follows: Prior to the Effective Time, EXPERIAN those FAFCO Members which need to do so will open a new payroll bank account ("EXPERIANNEWCO's NEWCO FAREISI Payroll Bank Account") to process NEWCO payroll relating to the RES FAREISI Business. EXPERIAN will Each FAFCO Member shall continue to process such payroll after the Effective Time for a fee and shall be entitled to be agreed by the parties prior to the Effective Timereimbursed for its direct costs incurred in connection therewith. These payments will be issued from EXPERIANNEWCO's NEWCO FAREISI Payroll Bank Account. This bank account will not be run as a controlled disbursement account, and EXPERIAN . No FAFCO Member will not fund this account. NEWCO must deposit funds into the account for payroll taxes paid and net payroll one day before each pay day. There will be no interest credited to this account. All bank costs and costs, expenses, fees and earnings credits, credits relating to the opening and operation of EXPERIANNEWCO's NEWCO FAREISI Payroll Bank Account will be the responsibility of NEWCO and will be charged directly to the such account. (c) By the Bank Account Cut-off Date, NEWCO will have completed all necessary actions to transfer the ownership of EXPERIANNEWCO's NEWCO FAREISI Payroll Bank Account to NEWCO. Regardless of whether the transfer of ownership of EXPERIANNEWCO's NEWCO FAREISI Payroll Bank Account to NEWCO has been completed by the Bank Account Cut-off Date, EXPERIAN FAREISI will cause the FAFCO Members to cease issuing checks and making payments from this account as of the end of the Bank Account Cut-Off Date.