Common use of Transitional Action by Purchaser Clause in Contracts

Transitional Action by Purchaser. After the Closing, unless another time is otherwise indicated: (a) Purchaser shall: (i) pay in accordance with the law and customary banking practices and applicable Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to Purchaser by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Transferred Accounts assumed by Purchaser hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by Purchaser or Seller; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose Accounts are assumed by Purchaser hereunder; provided, however, that any obligations of Purchaser pursuant to this Paragraph 9.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by Seller and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to Purchaser more than two hundred ten (210) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. Purchaser shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Transferred Accounts after the Closing Date. The provisions of this subsection 9.1 (a) shall in no way limit Purchaser's duties or obligations arising under Paragraphs 1.3 and 1.4 hereof. (b) Purchaser shall, not earlier than ten days after the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than five days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to Seller, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of Purchaser pending assumption of the Transferred Accounts hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain Seller deposit-related services and/or Seller's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, Purchaser may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Accounts by Purchaser and the conversion of said accounts to Purchaser accounts, including the provision of checks to appropriate depositors using the forms of Purchaser with instructions to such depositors to utilize such Purchaser checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's forms. The expenses of the printing, processing and mailing of such letter notices and providing new Purchaser checks and other forms and written materials to appropriate customers shall be borne by Purchaser. Before Closing, except as provided in this paragraph, Purchaser will not contact Seller's customers except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, Purchaser shall provide, at no cost to Seller, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Accounts occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by Seller and shall be subject to the written approval of Seller prior to delivery to any third party. Purchaser shall provide, at its sole cost and expense and at no cost or expense to Seller, that any and all customer and other notices, communications, and filings provided by Purchaser hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) Purchaser shall promptly pay to Seller an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Deposit Premium paid by Purchaser with respect to the Transferred Accounts represented by any such instrument) credited as of the close of business on the Closing Date to an Account assumed by Purchaser hereunder which are returned uncollected to Seller after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by Seller as of the close of business on the Closing Date. (d) Purchaser shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Transferred Accounts for which Seller had provided similar security. (e) Purchaser hereby grants to Seller and its contractors access to the Branch

Transitional Action by Purchaser. After the Closing, unless another time is otherwise indicated: (a) Purchaser shall: (i) pay in accordance with the law and customary banking practices and applicable Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to Purchaser by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Transferred Accounts assumed by Purchaser hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by Purchaser or Seller; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose Accounts are assumed by Purchaser hereunder; provided, however, that any obligations of Purchaser pursuant to this Paragraph 9.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by Seller and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to Purchaser more than two hundred ten (210) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. Purchaser shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Transferred Accounts after the Closing Date. The provisions of this subsection 9.1 (a) shall in no way limit Purchaser's duties or obligations arising under Paragraphs 1.3 and 1.4 hereof. (b) Purchaser shall, not earlier than ten days after the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than five days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to Seller, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of Purchaser pending assumption of the Transferred Accounts hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain Seller deposit-related services and/or Seller's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, Purchaser may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Accounts by Purchaser and the conversion of said accounts to Purchaser accounts, including the provision of checks to appropriate depositors using the forms of Purchaser with instructions to such depositors to utilize such Purchaser checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's forms. The expenses of the printing, processing and mailing of such letter notices and providing new Purchaser checks and other forms and written materials to appropriate customers shall be borne by Purchaser. Before Closing, except as provided in this paragraph, Purchaser will not contact Seller's customers except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, Purchaser shall provide, at no cost to Seller, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Accounts occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by Seller and shall be subject to the written approval of Seller prior to delivery to any third party. Purchaser shall provide, at its sole cost and expense and at no cost or expense to Seller, that any and all customer and other notices, communications, and filings provided by Purchaser hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) Purchaser shall promptly pay to Seller an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Deposit Premium paid by Purchaser with respect to the Transferred Accounts represented by any such instrument) credited as of the close of business on the Closing Date to an Account assumed by Purchaser hereunder which are returned uncollected to Seller after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by Seller as of the close of business on the Closing Date. (d) Purchaser shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Transferred Accounts for which Seller had provided similar security. (e) Purchaser hereby grants to Seller and its contractors access to the Branchbe

Transitional Action by Purchaser. After the Closing, unless another time is otherwise indicated: (a) Purchaser shall: (i) pay in accordance with the law and customary banking practices and applicable Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to Purchaser by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Transferred Accounts assumed by Purchaser hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by Purchaser or Seller; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose Accounts 20 81 are assumed by Purchaser hereunder; provided, however, that any obligations of Purchaser pursuant to this Paragraph 9.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by Seller and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to Purchaser more than two hundred ten (210) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. Purchaser shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Transferred Accounts after the Closing Date. The provisions of this subsection 9.1 (a) shall in no way limit Purchaser's duties or obligations arising under Paragraphs 1.3 and 1.4 hereof. (b) Purchaser shall, not earlier than ten days after the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than five days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to Seller, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of Purchaser pending assumption of the Transferred Accounts hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain Seller deposit-related services and/or Seller's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, Purchaser may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Accounts by Purchaser and the conversion of said accounts to Purchaser accounts, including the provision of checks to appropriate depositors using the forms of Purchaser with instructions to such depositors to utilize such Purchaser checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's forms. The expenses of the printing, processing and mailing of such letter notices and providing new Purchaser checks and other forms and written materials to appropriate customers shall be borne by Purchaser. Before Closing, except as provided in this paragraph, Purchaser will not contact Seller's customers except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, Purchaser shall provide, at no cost to Seller, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Accounts occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by Seller and shall be subject to the written approval of Seller prior to delivery to any third party. Purchaser shall provide, at its sole cost and expense and at no cost or expense to Seller, that any and all customer and other notices, communications, and filings provided by Purchaser hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) Purchaser shall promptly pay to Seller an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Deposit Premium paid by Purchaser with respect to the Transferred Accounts represented by any such instrument) credited as of the close of business on the Closing Date to an 21 82 Account assumed by Purchaser hereunder which are returned uncollected to Seller after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by Seller as of the close of business on the Closing Date. (d) Purchaser shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Transferred Accounts for which Seller had provided similar security. (e) Purchaser hereby grants to Seller and its contractors access to the BranchBranch Office until 8:00 A.M. local time on the day following the Transfer Date or such other later date and time as the parties may agree, at no cost or expense to Seller, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (f) The duties and obligations of Buyer in this Paragraph 9.1 shall survive the Closing.

Transitional Action by Purchaser. After Prior to and after the Closing, unless another time is otherwise indicated: (a) After the Closing, Purchaser shall: : (i) pay in accordance with the law and customary banking practices and applicable Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, debits and withdrawal orders presented to Purchaser by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Transferred Accounts accounts assumed by Purchaser hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, drafts or withdrawal order forms provided by Purchaser Seller or Sellerby Purchaser; and and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose Accounts accounts are assumed by Purchaser hereunder; provided, however, that any Purchaser’s obligations of Purchaser pursuant to this Paragraph 9.1 Section 8.01 to honor checks, negotiable orders of withdrawal, drafts, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including its name and transit routing number) shall not apply to any checkssuch check, drafts, draft or withdrawal orders, or returned items (i) order presented to Purchaser more than two hundred ten ninety (21090) days following the Closing Date; and (b) After the Closing, if any depositors of the accounts assumed by Purchaser hereunder, instead of accepting the obligation of Purchaser to pay the Deposit Liabilities (including accrued interest thereon) assumed hereunder, shall demand payment from Seller for all or any part of any such assumed Deposit Liabilities (including accrued interest thereon), Purchaser shall acknowledge that Seller shall not be liable or responsible for making such payment. If any such depositors draw a check, draft or withdrawal order against the Deposit Liabilities (including accrued interest thereon) assumed by Purchaser hereunder which is presented or charged to Seller after the Closing Date, and Seller elects to pay the same, Purchaser shall immediately, upon demand, reimburse Seller for any such payments or charges; provided, however, that Seller shall not be deemed to have made any representations or warranties to Purchaser with respect to any such checks, drafts or withdrawal orders and any such representations or warranties implied by law are hereby disclaimed; and (c) Purchaser shall make appropriate arrangements with Seller at or prior to the Closing to provide for settlement by Purchaser of checks, returns and other items which are presented to Seller after the Closing Date and which are drawn on or chargeable to accounts which have been assumed by Purchaser hereunder; and (d) On that date that is thirty (30) days after the Closing Date, Seller shall pay to Purchaser an amount equal to the lesser of (i) the amount of any overdraft which existed as of the Closing Date on each Deposit Account assumed by Purchaser hereunder; or (ii) the amount of any remaining overdraft, which continues to exist on each Deposit Account which a stop payment has been requested by was originally overdrawn as of the deposit customer. Purchaser shall submit and file any required reports close of business on IRS Form 1099 with respect to interest accrued on Transferred Accounts after the Business Day immediately preceding the Closing Date. The provisions of this subsection 9.1 If the overdraft has been reduced to zero at any time during such thirty day period, no amount shall be payable by Seller to Purchaser; and (ae) shall Purchaser and Seller shall, at a mutually agreeable time which in no way limit Purchaser's duties or obligations arising under Paragraphs 1.3 and 1.4 hereof. (b) Purchaser shall, not event shall be earlier than ten days after the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than five thirty (30) days prior to the Closing Date, notify all depositors of the Offices Branch, all loan customers (on loan accounts tentatively identified to be purchased by letter, Purchaser) by a joint mailing containing a mutually acceptable text to Seller, produced in, if appropriate, several similar, but different forms Seller and Purchaser calculated to provide necessary and specific information to the owners of particular types of accounts, of Purchaser Purchaser’s pending assumption of the Transferred Accounts Deposit Liabilities hereunder, including specific information about procedures for the delivery of necessary forms and checks of Purchaser and, in appropriate instances, notify depositors that on and after the Closing Date certain those Seller deposit-related services and/or Seller's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, which will be terminated. As an enclosure Each party shall bear its own cost for the design and printing of the materials included in such joint mailing which pertains to that party. The cost for the purchase of the envelopes used in each joint mailing shall be shared equally. Seller shall have the responsibility for placing such joint mailing into the mail and shall invoice Purchaser for one-half of the postage paid with respect to such noticesmailing. The form of notice to the customers shall be mutually agreed upon by Seller and Purchaser. (f) Prior to the Closing Date, Purchaser may shall separately furnish appropriate depositors customers by mail with brochures, forms and other written materials related or necessary to the assumption of the Accounts Deposit Liabilities by Purchaser and the conversion of said accounts to Purchaser accounts, including the provision of (i) provisions for checks to appropriate depositors and line of credit borrowers using the forms of Purchaser with instructions to such depositors customers to utilize such Purchaser checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's ’s forms, and (ii) the reissuance of all valid ATM and debit cards associated with depositors of Deposit Liabilities. The mailing containing such brochures, forms or other written materials of Purchaser shall be sent no later than the earlier of fifteen (15) days or such other period as may otherwise be required by applicable laws, rules and regulations prior to the Closing Date and no later than the time prior to the Closing Date reasonably deemed necessary by Purchaser to provide depositors with all necessary forms to accomplish the assumption of the Deposit Liabilities, provided that no check forms of Purchaser shall be provided to depositors earlier than five (5) days prior to the Closing Date. The expenses of the printing, processing and mailing of such letter notices and information of Purchaser shall be borne by Purchaser. The expenses of providing new Purchaser checks and other forms and written materials to appropriate customers shall be borne by that of Purchaser. Before Closing, except as provided in this paragraph, Purchaser will not contact Seller's ’s customers except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals except as necessary to accomplish an orderly transition of the transaction. Anything Deposit Accounts to Purchaser, provided that such contacts do not occur until after the contrary herein notwithstanding, Purchaser shall provide, at no cost to Seller, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes mailing of the materials described in terms and other matters relating to the Accounts occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by Seller and shall be subject to the written approval of Seller prior to delivery to any third party. Purchaser shall provide, at its sole cost and expense and at no cost or expense to Seller, that any and all customer and other notices, communications, and filings provided by Purchaser hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation.Section 8.01(e) hereof; and (cg) Purchaser shall promptly pay to Seller an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, drafts or withdrawal orders, or returned items (net of the applicable Deposit Premium paid by Purchaser with respect to the Transferred Accounts represented by any such instrument) orders credited as of the close of business on the Closing Date to an a Deposit Account assumed by Purchaser hereunder which are returned uncollected to Seller on or after the Closing Date. The foregoing Date and which shall include an amount equivalent to holds placed upon such deposit account Deposit Account for items cashed by Seller as of the close of business on the Closing Date.Date which items are subsequently dishonored; and (dh) All tasks and obligations concerning the provision of data processing services to or for the Assets and Deposit Liabilities after the Closing, other than those specifically set forth in, and to the extent assumed by Seller pursuant to Section 8.02(b) herein, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, Purchaser; and (i) If the balance due on any loan transferred to Purchaser shall, not later than pursuant to this Agreement has been reduced by Seller as a result of a payment by check or draft received prior to the close of business on the business day immediately following Closing Date, which item is returned unpaid to Seller on or after the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Transferred Accounts for which Seller had provided similar security. (e) asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by Purchaser hereby grants to Seller and its contractors access if any payment is received by Seller on or after the Closing Date on a loan which has been transferred to Purchaser, Seller shall promptly remit any such payments to Purchaser; and (j) Purchaser shall, as soon as practicable after the Closing Date, prepare and transmit at Purchaser’s expense to the Branchobligors on all loans transferred to Purchaser pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to Purchaser at any address of Purchaser specified by Purchaser, with Purchaser’s name as payee on any checks or other instruments used to make payments, and, with respect to all loans on which payment notices or coupon books have been issued, to issue new notices or coupon books reflecting the name and an address of Purchaser as the person to whom and place at which payments are to be made; and (k) For each Deposit Account and loan that would normally have a periodic statement, Seller shall generate and mail a customer statement prepared as of the Closing.