Taxpayer Information. Seller shall deliver to Buyer within three (3) Business Days after the Closing Date (i) TINs (or record of appropriate exemption) for all holders of Deposit accounts transferred to Buyer as contemplated hereby; and (ii) all other information in Seller's possession or reasonably available to Seller required by applicable law to be provided to the IRS and/or account holders with respect to the Assets and Deposits transferred, except for such information which Seller is obligated to make reports pursuant to Sections 13.11 and 13.12 of this Agreement (collectively, the "Taxpayer Information"). Seller hereby certifies that such information, when delivered, shall accurately reflect the information provided by Seller's customers. Seller shall, according to the terms of Section 14.2 of this Agreement, indemnify, hold harmless and defend Buyer, Buyer's subsidiaries and Buyer's Affiliates from and against any and all damages, losses, liabilities, costs, claims, obligations, or expenses, including legal fees and expenses and fines and penalties arising from or incurred or imposed in connection with any inaccuracy, act, or omission by Seller in connection with the collection, recording, filing with appropriate governmental agencies, or delivery to Buyer of the Taxpayer information.
Appears in 5 contracts
Samples: Agreement to Purchase Assets and Assume Liabilities (Bank Plus Corp), Agreement to Purchase Assets and Assume Liabilities (Bank Plus Corp), Asset Purchase Agreement (Bank Plus Corp)
Taxpayer Information. Seller shall deliver to Buyer within three (3) Business Days after the Closing Date Date: (i) TINs (or record of appropriate exemption) for all holders of Deposit accounts transferred or Retail Repos acquired by Buyer pursuant to Buyer as contemplated herebythis Agreement; and (ii) all other information in Seller's possession or reasonably available to Seller required by applicable law to be provided to the IRS and/or account holders with respect to the Assets and Deposits transferredDeposit accounts transferred pursuant to this Agreement and the holders thereof, except for such information which that Seller is obligated to make reports will report on pursuant to Sections 13.11 Articles 12.5 and 13.12 12.7 of this Agreement (collectively, the "Taxpayer Information"). Seller hereby certifies that such information, when delivered, shall accurately reflect the information provided by Seller's customers. Seller shall, according to the terms of Section 14.2 Article 13.2 of this Agreement, indemnify, hold harmless and defend Buyer, Buyer's subsidiaries and Buyer's Affiliates from and against any and all damages, losses, liabilities, costs, claims, obligations, or expenses, including legal fees and expenses and fines and penalties arising from or incurred or imposed in connection with any inaccuracy, act, or omission by Seller in connection with the collection, recording, filing with appropriate governmental agencies, or delivery to Buyer of the Taxpayer informationInformation.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Harrington West Financial Group Inc/Ca), Purchase and Assumption Agreement (Harrington Financial Group Inc)
Taxpayer Information. Seller shall deliver to Buyer within three (3) Business Days after the Closing Date Date: (i) TINs (or record of appropriate exemption) for all holders of Deposit accounts transferred acquired by Buyer pursuant to Buyer as contemplated herebythis Agreement; and (ii) all other information in Seller's possession or reasonably available to Seller required by applicable law to be provided to the IRS and/or account holders with respect to the Assets and Deposits transferredDeposit accounts transferred pursuant to this Agreement and the holders thereof, except for such information which Seller is obligated to make reports will report on pursuant to Sections 13.11 Articles 12.5 and 13.12 12.7 of this Agreement (collectively, the "Taxpayer Information"). Seller hereby certifies that such information, when delivered, shall accurately reflect the information provided by Seller's customers. Seller shall, according to the terms of Section 14.2 Article 13.2 of this Agreement, indemnify, hold harmless and defend Buyer, Buyer's Buyers subsidiaries and Buyer's Affiliates from and against any and all damages, losses, liabilities, costs, claims, obligations, or expenses, including legal fees and expenses and fines and penalties arising from or incurred or imposed in connection with any inaccuracy, act, or omission by Seller in connection with the collection, recording, filing with appropriate governmental agencies, or delivery to Buyer of the Taxpayer informationInformation.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Harrington Financial Group Inc)
Taxpayer Information. Seller shall deliver to Buyer within three (3) -------- ----------- Business Days after the Closing Date (i) TINs (or record of appropriate exemption) for all holders of Deposit accounts transferred acquired by Buyer pursuant to Buyer as contemplated herebythis Agreement; and (ii) all other information in Seller's possession or reasonably available to Seller required by applicable law to be provided to the IRS and/or account holders with respect to the Assets and Deposits transferredDeposit accounts transferred pursuant to this Agreement and the holder thereof, except for fo such information which Seller is obligated to make reports will report on pursuant to Sections 13.11 Section 12.5 and 13.12 Section 12.6 of this Agreement (collectively, the "Taxpayer Information"). Seller hereby certifies that such information, when delivered, delivered shall accurately reflect the information provided by Seller's customers. Seller shall, according to the terms of Section 14.2 13.2 of this the Agreement, indemnify, hold harmless and defend Buyer, Buyer's subsidiaries and Buyer's Affiliates affiliates from and against any and all damages, losses, liabilities, costs, claims, obligations, or expenses, including legal fees and expenses and fines and penalties arising from or incurred or imposed in connection with any inaccuracy, act, or omission by Seller in connection with the collection, recording, filing with appropriate governmental agencies, or delivery to Buyer of the Taxpayer information. Seller shall answer questions from Buyer and/or customers of the Branch Offices about, and upon request, verify to Buyer and/or customers of the Branch Offices the validity of, "B" (missing or incorrect TINs) and "C" (under-reporting/IRS imposed withholding) notices.
Appears in 1 contract
Samples: Agreement to Purchase Assets and Assume Liabilities (SGV Bancorp Inc)