Taxes and Employee Benefits. 8.1 Tax Representations 39 8.2 Proration of Taxes 39 8.3 Sales and Transfer Taxes 39 8.4 Information Returns 39 8.5 Payment of Amount Due under Article 8 39 8.6 Assistance and Cooperation 39 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Legacy Bancorp, Inc.), Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)
Taxes and Employee Benefits. 8.1 Tax Representations 39 8.2 Proration of Taxes 39 8.3 Sales and Transfer Taxes 39 8.4 Information Returns 39 8.5 Payment of Amount Due under Article 8 39 8.55 Like Kind Exchange 8.6 Assistance and Cooperation 39 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 438.8 Branch Employee Representations
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Golden State Bancorp Inc), Purchase and Assumption Agreement (Golden State Bancorp Inc)
Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 47 8.4 Information Returns 39 47 8.5 Payment of Amount Due under Article 8 39 47 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 47 9.1 Conditions to Obligations of Purchaser 43 51 9.2 Conditions to Obligations of Seller 4352
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Chemung Financial Corp)
Taxes and Employee Benefits. 8.1 Tax Representations 39 50 8.2 Proration of Taxes 39 50 8.3 Sales and Transfer Taxes 39 51 8.4 Information Returns 39 51 8.5 Payment of Amount Due under Article 8 39 51 8.6 Assistance and Cooperation 39 51 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4351
Appears in 1 contract
Samples: Purchase and Assumption Agreement (COMMUNITY BANK NA, a Subsidiary of Community Bank System Inc.)
Taxes and Employee Benefits. 8.1 Tax Representations 39 45 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 46 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4347
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Bank of Commerce Holdings)
Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4347
Appears in 1 contract
Samples: Purchase and Assumption Agreement (HomeTrust Bancshares, Inc.)
Taxes and Employee Benefits. 8.1 Tax Representations 39 31 8.2 Proration of Taxes 39 32 8.3 Sales and Transfer Taxes 39 32 8.4 Information Returns 39 32 8.5 Payment of Amount Due under Article 8 39 32 8.6 Assistance and Cooperation 39 32 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4332
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Investors Bancorp Inc)
Taxes and Employee Benefits. 8.1 Tax Representations 39 44 8.2 Proration of Taxes 39 44 8.3 Sales and Transfer Taxes 39 45 8.4 Information Returns 39 45 8.5 Payment of Amount Due under Article 8 39 45 8.6 Assistance and Cooperation 39 45 8.7 Transferred Employees 40 45 9.1 Conditions to Obligations of Purchaser 43 49 9.2 Conditions to Obligations of Seller 4350 10.1 Termination 51 10.2 Effect of Termination 51 11.1 Indemnification 52 11.2 Exclusivity 54 11.3 AS-IS Sale; Waiver of Warranties 54
Appears in 1 contract
Taxes and Employee Benefits. 8.1 Tax Representations 39 55 8.2 Proration of Taxes 39 55 8.3 Sales and Transfer Taxes 39 55 8.4 Information Returns 39 55 8.5 Payment of Amount Due under Article 8 39 55 8.6 Assistance and Cooperation 39 56 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4356
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Hancock Holding Co)
Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment P ayment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4347
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sunshine Bancorp, Inc.)
Taxes and Employee Benefits. 8.1 Tax Representations 39 45 8.2 Proration of Taxes 39 45 8.3 Sales and Transfer Taxes 39 45 8.4 Information Returns 39 45 8.5 Payment of Amount Due under Article 8 39 45 8.6 Assistance and Cooperation 39 46 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4346
Appears in 1 contract
Samples: Purchase and Assumption Agreement (SOUTH STATE Corp)
Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 46 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4347
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)
Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 47 9.1 Conditions to Obligations of Purchaser 43 51 9.2 Conditions to Obligations of Seller 4352
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Commonwealth Financial Corp /Pa/)
Taxes and Employee Benefits. 8.1 Tax Representations 39 47 8.2 Proration of Taxes 39 47 8.3 Sales and Transfer Taxes 39 48 8.4 Information Returns 39 48 8.5 Payment of Amount Due under Article 8 39 48 8.6 Assistance and Cooperation 39 48 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4348
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First South Bancorp Inc /Va/)
Taxes and Employee Benefits. 8.1 Tax Representations 39 44 8.2 Proration of Taxes 39 44 8.3 Sales and Transfer Taxes 39 44 8.4 Information Returns 39 44 8.5 Payment of Amount Due under Article 8 39 44 8.6 Assistance and Cooperation 39 44 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4345
Appears in 1 contract
Samples: Purchase and Assumption Agreement (MVB Financial Corp)
Taxes and Employee Benefits. 8.1 Tax Representations 39 45 8.2 Proration of Taxes 39 45 8.3 Sales and Transfer Taxes 39 45 8.4 Information Returns 39 45 8.5 Payment of Amount Due under Article 8 39 45 8.6 Assistance and Cooperation 39 45 8.7 Transferred Employees 40 46 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 49 9.2 Conditions to Obligations of Seller 4350
Appears in 1 contract
Samples: Purchase and Assumption Agreement (German American Bancorp, Inc.)
Taxes and Employee Benefits. 8.1 Tax Representations 39 42 8.2 Proration of Taxes 39 42 8.3 Sales and Transfer Taxes 39 43 8.4 Information Returns 39 43 8.5 Payment of Amount Due under Article 8 39 43 8.6 Assistance and Cooperation 39 43 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Camden National Corp)
Taxes and Employee Benefits. 8.1 Tax Representations 39 44 8.2 Proration of Taxes 39 44 8.3 Sales and Transfer Taxes 39 44 8.4 Information Returns 39 44 8.5 Payment of Amount Due under Article 8 39 44 8.6 Assistance and Cooperation 39 45 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4345
Appears in 1 contract
Taxes and Employee Benefits. 8.1 Tax Representations 39 40 8.2 Proration of Taxes 39 40 8.3 Sales and Transfer Taxes 39 40 8.4 Information Returns 39 41 8.5 Payment of Amount Due under Article 8 39 41 8.6 Assistance and Cooperation 39 41 8.7 Transferred Employees 40 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 4342
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Niagara Financial Group Inc)
