Performance of Liabilities. Purchaser agrees to honor, to the extent that such depositor has funds on deposit with Purchaser, all properly payable checks, drafts, and non-negotiable withdrawal orders on forms previously provided by Seller with respect to the Branch Deposits to the same extent as if the checks, drafts, or orders were drawn on forms provided by Purchaser with respect to similar deposits or accounts for a period of 120 days following the Closing Date, and shall hold Seller harmless with respect to any wrongful dishonor by Purchaser thereof within such period. Purchaser agrees to honor all previously authorized ACH transfers with respect to the Branch Deposits to the same extent as if the ACH transfer were made with respect to similar deposits or accounts at Purchaser for a period of ninety (90) calendar days following the Closing Date, and shall hold Seller harmless with respect to any wrongful dishonor by Purchaser thereof within such period.
Performance of Liabilities. Subject to Seller's compliance with Section 13.6 from and after the Closing, Buyer agrees to pay (to the extent there are sufficient available funds on deposit) all properly drawn checks, drafts and negotiable withdrawal orders drawn against a Deposit account transferred by Seller to Buyer as contemplated herein, timely presented to Buyer by mail, over its counters or through inclearings and whether drawn on the check or draft forms provided by Seller for ninety (90) days after the Closing Date.
Performance of Liabilities. From and after the Closing Date, Purchaser shall fully perform, pay and discharge all of the Liabilities as and when due and shall protect and observe the rights of depositors and creditors of the Branches in the same manner and to the same extent as if Purchaser had itself incurred the Liabilities and as otherwise may be required by applicable law.
Performance of Liabilities. The Company will (i) duly pay and discharge all Indebtedness in such manner as shall be necessary in order to prevent the occurrence of an Event of Default under Section 8.1(d) hereof, and (ii) duly pay and discharge all taxes before the same shall become in default, and all lawful claims for labor, materials and supplies that have become due and payable which taxes and other claims, if unpaid, might become a lien upon any of its properties if the loss of such properties could have a material adverse effect on the business, operations, prospects, assets and/or financial or other condition of the Company.
Performance of Liabilities. From and after the Closing Date, Purchaser shall indemnify and hold Seller harmless and fully perform, pay and discharge all of the Liabilities as and when due and shall protect the rights of depositors and creditors of the Branch in the same manner and to the same extent as if Purchaser had itself originally incurred the Liabilities. Seller shall indemnify and hold Purchaser harmless and fully perform, pay and discharge all liabilities and other obligations of Seller that are not included among the Liabilities.
Performance of Liabilities. The Company will and will cause the Subsidiaries to (i) duly pay and discharge all Indebtedness in such manner as shall be necessary in order to prevent the occurrence of an Event of Default under Section 8.1(d) hereof, and (ii) duly pay and discharge all taxes before the same shall become in default unless such taxes are being contested by the Company in good faith, and all lawful claims for labor, materials and supplies that have become due and payable which taxes and other claims, if unpaid, might become a Lien upon any of its properties if the loss of such properties could have a Material Adverse Effect.
Performance of Liabilities. The Company will (i) duly pay and discharge all Indebtedness, and (ii) duly pay and discharge all taxes before the same shall become in default, and all lawful claims for labor, materials and supplies that have become due and payable which taxes and other claims, if unpaid, might become a lien upon any of its properties if the loss of such properties could have a material adverse effect on the business, operations, prospects, assets and/or financial or other condition of the Company.
Performance of Liabilities. From and after the Closing Date, and subject to the Company's compliance with Sections 7(g) and (h) in the case of items referred to in Sections 7(g) and (h), ALBANK shall pay, to the extent of sufficient available funds on deposit, all properly drawn Payment Items timely presented to it by mail, over its counters or through clearings by depositors whose deposits or accounts on which such Payment Items are drawn are Deposit Liabilities, whether drawn on GMB's forms (for ninety (90) days after the Closing Date) or on those provided by ALBANK. ALBANK shall fully perform, pay and discharge all of the Contract Liabilities subject to Section 4(a). ALBANK shall, in all other respects, discharge, in the usual course of the banking business, the duties and obligations of the Company with respect to balances due and owing to the depositors whose Deposits are assumed by ALBANK. From and after the Closing Date, ALBANK agrees to issue all monthly statements to depositors as may be required by applicable deposit contracts. From and after the Closing Date, ALBANK agrees to file all required information returns including Forms 1099 with the Internal Revenue Service with respect to Deposits assumed by ALBANK under this Agreement; provided that, with respect to the year in which the Closing Date occurs, the Company shall file all such required returns with respect to such Deposits for the period prior to the Closing Date, and ALBANK shall file such returns only with respect to the period beginning with the Closing Date. From and after the Closing Date, ALBANK agrees to perform all obligations, including fiduciary obligations, incurred by it as a matter of law or agreement as successor trustee or successor custodian to GMB with respect to all Transferable Custodial Accounts that are Assumed Custodial Deposits.
Performance of Liabilities. From and after the Closing Date, Purchaser shall perform and be bound by the terms and provisions of the deposit agreements governing the terms of all accounts included within the Deposits (other than Excluded Deposits) until such terms and provisions are properly modified by Purchaser. Subject to the provisions of Section 13.1 hereof, from and after the Closing Date, Purchaser shall pay, to the extent of sufficient available funds on deposit, all properly drawn checks, drafts, and non-negotiable withdrawal orders timely presented to it by mail, over its counters, or through clearings by depositors whose deposits or accounts on which such items are drawn are included within the Deposits (other than Excluded Deposits), whether drawn on the check or draft forms provided by Seller or by Purchaser, all in accordance with applicable law and the provisions of the deposit agreements governing the terms of such accounts in effect as of the Closing Date, until such provisions are properly modified or canceled by Purchaser.
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