SELLER DEPOSIT LIABILITIES Sample Clauses

SELLER DEPOSIT LIABILITIES. Assume and thereafter discharge the "Seller Deposit Liabilities" (as hereinafter defined). The term "SELLER DEPOSIT LIABILITIES" means all of Seller's obligations, duties and liabilities under each deposit account which is attributable to the Seller Office as of the close of business on the Closing Date (the "DEPOSIT ACCOUNTS"). The Seller Deposit Liabilities include accrued, but unpaid interest on the Deposit Accounts calculated through the close of business on the Closing Date. The Seller Deposit Liabilities do not include (i) escheatable accounts or accounts subject to or involved in any form of litigation, (ii) accounts that are overdrawn on the Closing Date, and (iii) affiliate accounts. The Deposit Accounts referred to in the immediately preceding sentence include, without limitation, passbook accounts, statement savings accounts, super NOW accounts, money market accounts, checking accounts and NOW accounts, Individual Retirement Accounts ("IRAS"), ATM-related accounts, and certificates of deposit. Annex 1.03(b) shall be a listing of the Deposit Accounts and their respective balances as of the date listed therein. Seller represents and warrants that the total balance of such accounts are approximately equal to $64 million as of this Agreement's date and that all such deposits are insured by the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC"). The "obligations, duties and liabilities" referred to in this Paragraph 1.03(b) include, without limitation, the obligation to pay and otherwise process the Seller Deposit Liabilities in accordance with applicable law and their respective contractual terms as reflected in Seller's books and records, and the duty to supply all applicable reporting forms for post-closing periods, including, without limitation, Form 1099s, relating to the Seller Deposit Liabilities. Seller shall retain responsibility for all backup withholding and Form 1099 reporting with respect to interest paid by Seller. Seller shall provide Purchaser or FKB a copy (on paper, microfiche, or other medium agreed to by Purchaser and Seller) of all Form 1099s relating to the Seller Deposit Liabilities and shall make employees available to respond to Purchaser's or FKB's inquiries regarding Form 1099 reporting prior to and following the Closing.
Sample 1
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SELLER DEPOSIT LIABILITIES. Assume and thereafter discharge the "Seller Deposit Liabilities" (as hereinafter defined). The term "Seller Deposit Liabilities" means all of Seller's obligations, duties and liabilities under each deposit account which is attributable to the Seller Office as of the close of business on the Closing Date (the "Deposit Accounts"), as reflected on the books of Seller. The Seller Deposit Liabilities include accrued, but unpaid interest on the Deposit Accounts calculated through the close of business on the Closing Date in accordance with the Seller's books and records. The Seller Deposit
Sample 1

Related to SELLER DEPOSIT LIABILITIES

  • Deposit Liabilities Assume and thereafter discharge, pay in full and perform all of BANK ONE's obligations and duties relating to the "Deposit Liabilities" (as hereinafter defined). The term "Deposit Liabilities" is defined herein as all of BANK ONE's obligations, duties and liabilities of every type and character relating to all deposit accounts, other than (i) KXXXX accounts and (ii) deposit accounts securing any loan of BANK ONE which is not an Office Loan, for which BUYER assumes no liability, which, as reflected on the books of BANK ONE as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the "Deposit Accounts") include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which BANK ONE has not received, on or before the Closing Date, the written advice from the account holder of such account holder's objection or failure to accept BUYER as successor custodian ("IRA's") and certificates of deposit. The "obligations, duties and liabilities" referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Escrow Obligations Records The Servicer must maintain accurate records of the imposition of Escrow Item obligations and the payment of Escrow Items.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Obligations of Seller at Closing At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • Interest on Deposit Liabilities The Assuming Institution agrees that, from and after the Bank Closing Date, it will accrue and pay interest on Assumed Deposits pursuant to Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities such rate(s) shall not be less than the lowest rate offered by the Assuming Institution to its depositors for non-transaction deposit accounts. The Assuming Institution shall permit each depositor to withdraw, without penalty for early withdrawal, all or any portion of such depositor’s Deposit, whether or not the Assuming Institution elects to pay interest in accordance with any deposit agreement formerly existing between the Failed Bank and such depositor; and further provided, that if such Deposit has been pledged to secure an obligation of the depositor or other party, any withdrawal thereof shall be subject to the terms of the agreement governing such pledge. The Assuming Institution shall give notice to such depositors as provided in Section 5.3 of the rate(s) of interest which it has determined to pay and of such withdrawal rights.

  • Accrued Liabilities Termination of this Agreement for any reason shall not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination.

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

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