Common use of Transitional Matters Clause in Contracts

Transitional Matters. (a) Following the Closing Date, CIB shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders by holders of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by PNB presented to CIB by mail, over the counter or through the check clearing system of the banking industry, and in all other respects, to discharge, in the normal course of the banking business, the duties and obligations of PNB with respect to the Deposit Liabilities. (b) For a period of one hundred twenty (120) days after the Closing Date, PNB shall continue to pay all checks, automated clearing house debits and credits, ATM deposits and withdrawals and all other items drawn on the Deposit Liabilities which have been charged to PNB through the Federal Reserve or any other clearing system (collectively, the "Items") provided that CIB pays to PNB the net amount of such Items (the "Item Payment") via wire transfer by no later than 2:30 P.M. on the next business day following the date that PNB notifies CIB of such Items via facsimile transmittal (the "Item Notice"). Additionally, during such one hundred twenty (120) day period, PNB shall deliver to CIB at the CIB Facility located in Toledo, Illinois, the Items prior to 5:00 P.M. on the date received. CIB shall reimburse PNB for out-of-pocket expenses reasonably incurred by PNB in performing this Obligation. (c) In order to reduce the continuing charges to PNB through the Check Clearing System of the banking industry which will result from check forms of CIB being used after the Transfer Date by holders of the Deposit Liabilities, CIB agrees, at its sole cost and expense and without charge to the holders of the Deposit Liabilities, to notify such holders, within ten (10) calendar days after the Transfer Date, of CIB's assumption of the Deposit Liabilities and to furnish each such depositor with checks on the forms of PNB and with instructions to utilize CIB's checks and to destroy unused checks of PNB. (d) CIB and PNB shall use their best efforts to transfer all ACH arrangements to CIB as soon as possible following the Effective Time. CIB shall continue such ACH arrangements and such recurring debit arrangements as are originated and administered by third parties and for which CIB need act only as processor; CIB shall have no obligation to continue any such arrangements that were originated and administered by PNB and PNB shall terminate such arrangements on or prior to the Closing Date. (e) Each party shall at all times act diligently, in good faith and in a commercially reasonable manner in processing the aforesaid drafts and shall perform any acts reasonably necessary to complete the transfer of the Deposit Liabilities.

Transitional Matters. (a) Following During the ninety (90) day period following the Closing Date, CIB the Bank shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the Bank by holders mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by PNB presented to CIB by mail, over the counter or through the check clearing system of the banking industrySeller, and in all other respects, to discharge, in the normal usual course of the banking business, the duties and obligations of PNB Seller with respect to the Deposit Liabilitiesbalances due and owing to the depositors whose deposits are assumed by the Bank. (b) For If any of the depositors of the Deposit Liabilities, instead of accepting the obligations of the Bank to pay the Deposit Liabilities, shall demand payment from Seller for all or any part of any of the Deposit Liabilities, Seller may make such payment. If any of such depositors draws a period of one hundred twenty check, has or makes an automated clearinghouse generated debit or credit with respect to his or her account, makes an ATM deposit or withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, assumed from Seller, which is presented or charged to Seller within ninety (12090) days after the Closing Date, PNB Seller may pay the same and the Bank will reimburse Seller for any such payment or charges provided there are sufficient funds in the depositor’s account. The Bank and Seller shall continue to pay all settle within twenty-four (24) hours any such deposits received by Seller and any checks, automated clearing house debits and credits, ATM deposits and withdrawals and all other items drawn drafts or orders of withdrawal presented by Seller to the Bank so long as presentment is made by 3:00 p.m. on the Deposit Liabilities which have been charged to PNB through the Federal Reserve or any other clearing system (collectively, the "Items") provided that CIB pays to PNB the net amount day of presentment of such Items (item by the "Item Payment") via wire transfer depositor whose account is being assumed by no later than 2:30 P.M. on the next business day following the date that PNB notifies CIB of such Items via facsimile transmittal (the "Item Notice")Bank. Additionally, during such one hundred twenty (120) day period, PNB shall deliver to CIB at the CIB Facility located in Toledo, Illinois, the Items prior to 5:00 P.M. on the date received. CIB shall reimburse PNB for out-of-pocket expenses reasonably incurred by PNB in performing this Obligation. (c) In order to reduce the continuing charges to PNB Seller through the Check Clearing System check clearing system of the banking industry which will result from check forms of CIB Seller being used after the Transfer Closing Date by holders of the Deposit Liabilitiesdepositors whose accounts are assumed, CIB the Bank agrees, at its sole cost and expense expense, and without charge to the holders of the Deposit Liabilitiessuch depositors, to notify such holdersdepositors, within ten (10) calendar days as soon as practicable after the Transfer Closing Date, of CIB's the Bank’s assumption of the Deposit Liabilities and to furnish each such depositor with checks on the forms of PNB the Bank, and with instructions to utilize CIB's the Bank’s checks and to destroy unused checks of PNBSeller. (dc) CIB and PNB shall use their best efforts to transfer all ACH arrangements to CIB as soon as possible following the Effective Time. CIB shall continue such ACH arrangements and such recurring debit arrangements as are originated and administered by third parties and for which CIB need act only as processor; CIB shall have no obligation to continue any such arrangements that were originated and administered by PNB and PNB shall terminate such arrangements on or prior to For a period of thirty (30) days after the Closing Date. , Seller shall (ewithin thirty (30) Each party shall at all times act diligently, hours of receipt thereof) deliver to the Bank checks presented to Seller for payment which are drawn on accounts which are included in good faith and in a commercially reasonable manner in processing the aforesaid drafts and shall perform any acts reasonably necessary to complete the transfer of the Deposit Liabilities. The Bank will reimburse Seller for its expenses reasonably incurred in the performance hereof.

Transitional Matters. (a) Following During the ninety (90) day period following the Closing Date, CIB the BANK shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the BANK by holders mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by PNB presented to CIB by mail, over the counter or through the check clearing system of the banking industrySELLER, and in all other respects, to discharge, in the normal usual course of the banking business, the duties and obligations of PNB SELLER with respect to the Deposit Liabilitiesbalances due and owing to the depositors whose deposits are assumed by the BANK. (b) For If any of the depositors of the Deposit Liabilities, instead of accepting the obligations of the BANK to pay the Deposit Liabilities, shall demand payment from SELLER for all or any part of any of the Deposit Liabilities, SELLER may make such payment. If any of such depositors draws a period of one hundred twenty check, has or makes an automated clearinghouse generated debit with respect to his or her account, makes an ATM withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, assumed from SELLER, which is presented or charged to SELLER within thirty (12030) days after the Closing Date, PNB SELLER may pay the same and the BANK will reimburse SELLER for any such payment or charges provided there are sufficient funds in the depositor's account. The BANK and SELLER shall continue to pay all settle within twenty-four (24) hours any such deposits PAID by SELLER and any checks, automated clearing house debits and credits, ATM deposits and withdrawals and all other items drawn drafts or orders of withdrawal presented by SELLER to the BANK so long as presentment is made by 3:00 p.m. on the Deposit Liabilities which have been charged to PNB through the Federal Reserve or any other clearing system (collectively, the "Items") provided that CIB pays to PNB the net amount day of presentment of such Items (item by the "Item Payment") via wire transfer depositor whose account is being assumed by no later than 2:30 P.M. on the next business day following the date that PNB notifies CIB of such Items via facsimile transmittal (the "Item Notice")BANK. Additionally, during such one hundred twenty (120) day period, PNB shall deliver to CIB at the CIB Facility located in Toledo, Illinois, the Items prior to 5:00 P.M. on the date received. CIB shall reimburse PNB for out-of-pocket expenses reasonably incurred by PNB in performing this Obligation. (c) In order to reduce the continuing charges to PNB SELLER through the Check Clearing System check clearing system of the banking industry which will result from check forms of CIB SELLER being used after the Transfer Closing Date by holders of the Deposit Liabilitiesdepositors whose accounts are assumed, CIB the BANK agrees, at its sole cost and expense expense, and without charge to the holders of the Deposit Liabilitiessuch depositors, to notify such holdersdepositors, within ten (10) calendar days as soon as practicable after the Transfer Closing Date, of CIB's the BANK'S assumption of the Deposit Liabilities and to furnish each such depositor with checks on the forms of PNB the BANK, and with instructions to utilize CIB's the BANK'S checks and to destroy unused checks of PNBSELLER. (c) For a period of thirty (30) days after the Closing Date, SELLER (within thirty (30) hours of receipt thereof) shall deliver to the BANK a detailed list of checks presented to SELLER for payment which are drawn on accounts which are included in the Deposit Liabilities. Within forty-eight (48) hours, SELLER shall deliver to the BANK the checks detailed on such lists. The BANK will reimburse SELLER for its expenses reasonably incurred in the performance hereof. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any action with respect to such checks. (d) CIB and PNB Any direct deposits by or for the benefit of a depositor having an account included in the Deposit Liabilities received by SELLER shall use their best efforts to transfer all ACH arrangements to CIB as soon as possible following the Effective Time. CIB shall continue such ACH arrangements and such recurring debit arrangements as are originated and administered by third parties and for which CIB need act only as processor; CIB shall have no obligation to continue any such arrangements that were originated and administered by PNB and PNB shall terminate such arrangements on or prior be delivered to the Closing DateBANK by the date which such deposit is required to be credited to the customer's account. A wire transfer of the deposited funds shall be acceptable for purposes of this subsection. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such direct deposits. (e) Each party For a period of thirty (30) days after the Closing Date, any payments on the account of the Purchased Loans received by SELLER shall be delivered to the BANK within forty-eight (48) hours of SELLER'S receipt, provided that this shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such loan payments. (f) If at all times act diligently, in good faith and the Effective Time there exists a negative balance in a commercially reasonable manner deposit account, that account will be transferred to the BANK and that negative balance will be netted against other positive balances in processing aggregating total Deposit Liabilities for all transferred accounts. If on or before the aforesaid drafts and twentieth (20th) business day following the Closing Date the customer has not deposited sufficient money to cover that negative balance, then upon the BANK'S request, SELLER shall perform any acts reasonably necessary reimburse the BANK for that amount (to complete the transfer be effected as part of the Deposit LiabilitiesAdjustment Payment contemplated in Section 2.9 below) in exchange for the BANK'S assignment to SELLER of the BANK'S claim against the customer. SELLER'S reimbursement shall be limited to the amount of the negative balance in the account at the Effective Time, less any deposits to the account after the Effective Time and prior to the twentieth (20th) day following the Closing Date.

Transitional Matters. (a) Following During the ninety (90) day period following the Closing Date, CIB the Bank shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the Bank by holders mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities ("Depositors") on checks, drafts or withdrawal order forms provided by PNB presented to CIB by mail, over the counter or through the check clearing system of the banking industrySeller, and in all other respects, to discharge, in the normal usual course of the banking business, the duties and obligations of PNB Seller with respect to the Deposit Liabilitiesbalances due and owing to the Depositors. (b) For If any of the Depositors, instead of accepting the obligations of the Bank to pay the Deposit Liabilities, shall demand payment from Seller for all or any part of any of the Deposit Liabilities, Seller may make such payment. If any Depositor draws a period of one hundred twenty check, draft or withdrawal order against his or her Deposit, has or makes an automated clearinghouse generated debit or credit with respect to his or her Deposit or makes an ATM deposit or withdrawal, which is presented or charged to Seller within ninety (12090) days after the Closing Date, PNB Seller may pay the same and the Bank will reimburse Seller for any such payment or charges provided there are sufficient funds in the Depositor's account. The Bank and Seller shall continue to pay all settle within the next Business Day any such Deposits paid by Seller and any checks, automated clearing house debits and credits, ATM deposits and withdrawals and all other items drawn drafts or orders of withdrawal presented by Seller to the Bank so long as presentment is made by 3:00 p.m. on the Deposit Liabilities which have been charged to PNB through the Federal Reserve or any other clearing system (collectively, the "Items") provided that CIB pays to PNB the net amount day of presentment of such Items (item by the "Item Payment") via wire transfer by no later than 2:30 P.M. on the next business day following the date that PNB notifies CIB of such Items via facsimile transmittal (the "Item Notice")Depositor. Additionally, during such one hundred twenty (120) day period, PNB shall deliver to CIB at the CIB Facility located in Toledo, Illinois, the Items prior to 5:00 P.M. on the date received. CIB shall reimburse PNB for out-of-pocket expenses reasonably incurred by PNB in performing this Obligation. (c) In order to reduce the continuing charges to PNB Seller through the Check Clearing System check clearing system of the banking industry which will result from check forms of CIB Seller being used after the Transfer Closing Date by holders of the Deposit LiabilitiesDepositors, CIB the Bank agrees, at its sole cost and expense expense, and without charge to the holders of the Deposit Liabilitiessuch Depositors, to notify such holdersDepositors, within ten (10) calendar days as soon as practicable after the Transfer Closing Date, of CIBthe Bank's assumption of the Deposit Liabilities and to furnish each such depositor Depositor with checks on the forms of PNB the Bank, and with instructions to utilize CIBthe Bank's checks and to destroy unused checks of PNBSeller. (c) For a period of ninety (90) days after the Closing Date, Seller (within thirty (30) hours of receipt thereof) shall deliver to the Bank a detailed list of checks presented to Seller for payment which are drawn on accounts which are included in the Deposit Liabilities. As soon thereafter as is reasonably practicable, Seller shall deliver to the Bank the checks detailed on such lists. The Bank will reimburse Seller for its expenses (other than data processing expenses) reasonably incurred in the performance hereof. (d) CIB As of the Effective Time, (i) all ATM access cards issued by Seller to Depositors who will not have ATM-accessible accounts with Seller after the Effective Time and PNB (ii) all check guarantee cards issued by Seller to Depositors who will not have checking accounts with Seller after the Effective Time, if any, will be void. Within fifteen (15) days of the date of this Agreement, Seller shall provide the Bank with the data tapes (in the Bank's standard format) reasonably required, prior to the Closing Date, to accommodate the processing of ATM cards which may be issued but not activated prior to the Closing Date. (e) Seller and the Bank will use their best efforts to transfer all ACH arrangements to CIB the Bank as soon as possible following the Effective TimeClosing Date. CIB Within twenty (20) calendar days of the date of this Agreement, Seller will use its best efforts to deliver to the Bank (i) a modem transmission (in the Bank's standard format) of all ACH Items and Recurring Debit arrangements as of the date hereof, (ii) copies of all ACH origination forms for social security payments and Recurring Debit arrangements as of the date hereof and (iii) all other records and information necessary for the Bank to service such arrangements. In the event that any ACH arrangements or Recurring Debit arrangements are established between the date hereof and the Closing Date, Seller shall, as soon as practicable thereafter, provide the Bank with the information described in clauses (i), (ii) and (iii) above with respect to such new arrangements. The Bank shall continue such ACH arrangements and such recurring debit Recurring Debit arrangements as are originated and administered by third parties and for which CIB the Bank need act only as processor; CIB the Bank shall have no obligation to continue any such arrangements that were originated and administered by PNB Seller, and PNB Seller shall terminate such arrangements on or prior to the Closing Date. (e) Each party shall at all times act diligently, in good faith and in a commercially reasonable manner in processing the aforesaid drafts and shall perform any acts reasonably necessary to complete the transfer of the Deposit Liabilities.