Stop Payment Items. Buyer will honor stop payment orders initiated prior to the Effective Time and reflected in stop payment documents delivered to Buyer. If following receipt of appropriate stop order documentation, Buyer makes a payment in violation of an order, Buyer will be solely liable for the payment and will indemnify, hold harmless and defend Seller from and against all claims, losses and liabilities, including reasonable attorney fees and expenses, arising out of the payment.
Stop Payment Items. Buyer shall honor all stop payment orders relating to the Deposits or the Loans initiated prior to the Closing and reflected in stop payment documents delivered to Buyer on the Closing Date or immediately thereafter. If following receipt of appropriate stop order documentation, Buyer makes any payment in violation of any such order, Buyer shall be solely liable for any such payment and shall indemnify, hold harmless and defend Seller from and against all claims, losses and liabilities, including reasonable attorneys’ fees and expenses, arising out of any such payment. In the event that Buyer shall make any payment in violation of a stop payment order initiated prior to the Closing but not reflected in stop payment documents delivered to Buyer prior to such payment, Seller shall indemnify, hold harmless and defend Buyer from and against all claims, losses and liabilities, including reasonable attorneys’ fees and expenses, arising out of any such payment. Buyer’s and Seller’s indemnification obligations under this Section 2.18 shall not be subject to the limitations set forth in Section 10.4 hereof.
Stop Payment Items. Buyer will honor all stop payment orders related to any Deposits initiated before the Effective Time and reflected in stop payment documents delivered to Buyer on the Closing Date or thereafter, including any surety bonds issued with respect thereto which Seller will assign to Buyer. If Buyer makes any payment in violation of any stop order after having received appropriate documentation, Buyer will be solely liable for any such payment and will indemnify, hold harmless and defend Seller from and against all Damages arising out of any such payment. If Buyer makes any payment in violation of a stop payment order initiated before the Effective Time but not reflected in stop payment documents delivered to Buyer before such payment, Seller will indemnify, hold harmless and defend Buyer from and against all Damages arising out of any such payment.
Stop Payment Items. At the Closing, Seller shall provide Buyer Sub ------------------ with a listing of each stop payment order in effect as to a Deposit at the Branch on the Closing Date. Buyer Sub shall honor all stop payment orders relating to the Deposits initiated prior to the Closing Date and reflected in stop payment documents and the magnetic tape made available by Seller to Buyer Sub on the Closing Date or immediately thereafter. If following receipt of appropriate stop order documentation, Buyer Sub makes any payment in violation of any such order, Buyer Sub shall be solely liable for any such payment and shall indemnify, hold harmless and defend Seller from and against all claims, losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any such payment. In the event that Buyer Sub shall make any payment in violation of a stop payment order initiated prior to the Closing but not reflected in stop payment documents and the magnetic tape made available by Seller to Buyer Sub prior to such payment, Seller shall indemnify, hold harmless and defend Buyer Sub from and against all claims, losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any such payment. Buyer Sub's and Seller's indemnification obligations under this Section 2.19 shall not be subject to the limitations set forth in Section 10.4 hereof.
Stop Payment Items. Purchaser agrees to honor all stop payment orders relating to the deposit accounts being assumed that have been initiated prior to the Closing Date and reflected in stop payment documents or computer records delivered to Purchaser on the Closing Date or immediately thereafter. In the event that Purchaser shall make any payment in violation of a stop payment order initiated prior to the Closing Date, but not reflected in stop payment documents or computer records delivered to Purchaser by Seller prior to such payment, Seller shall indemnify, hold harmless and defend Purchaser from and against all claims, losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any such payment. However, if following receipt of appropriate stop payment order documentation, Purchaser makes any payment in violation of any such order, Purchaser shall be liable for such payment and shall indemnify, hold harmless and defend Seller from and against all claims, losses and liabilities, including reasonable attorneys' fees and expenses, arising out of such payment.
