Negative Deposits means Deposit account overdrafts.
Negative Deposits means overdrafts in Deposit Liability accounts that are not covered by Advance Lines, plus any and all Accrued Interest thereon.
Negative Deposits means: (i) Deposit account overdrafts of less than $10,000 in any one account; and (ii) Deposit account overdrafts less than fifteen (15) Business Days outstanding.
Examples of Negative Deposits in a sentence
Subject to the terms and conditions of this Agreement, from the date of Closing and thereafter, Purchaser shall assume, discharge and be solely responsible and liable for all liabilities and obligations with respect to the Deposit Accounts, the Advance Lines and the Negative Deposits, the Branches, the Service Contracts and the Property, which collectively may be referred to herein as the “Assumed Liabilities”.
If at the Closing Date there exists a negative balance in a Deposit Liability account (e.g., an overdraft), that account will be transferred to Purchaser and that negative balance will be netted against other positive balances in aggregating total Deposit Liabilities, but without duplication of any amounts included in the Negative Deposits.
Subject to the terms and conditions of this Agreement, from the Closing Date and thereafter, Purchaser shall assume, discharge and be solely responsible and liable for all liabilities and obligations with respect to the Deposit Accounts, the Safe Deposit Business, the Advance Lines and the Negative Deposits, the Branches, the Service Contracts and the Property, which collectively may be referred to herein as the “Assumed Liabilities”.
For avoidance of doubt, Negative Deposits that are not covered will be considered Returned Items.
Subject to the terms and conditions of this Agreement, from the Closing Date and thereafter, Purchaser shall assume, discharge and be solely responsible and liable for all liabilities and obligations with respect to the Deposit Accounts, the Safe Deposit Business, the Advance Lines and the Negative Deposits, the Branches, the Service Contracts and the Property, which collectively may be referred to herein as the “Assumed Liabilities“.
More Definitions of Negative Deposits
Negative Deposits means Deposit account overdrafts, but specifically excluding overdraft Loans.
Negative Deposits means Deposit account overdrafts other than the Deposit account overdrafts set forth in Schedule 1.1(b) of the Seller Disclosure Schedule. “Net Book Value” means the carrying value of each of the Assets as reflected on the books of Seller as of the Closing Date in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement. “Non-Controlling Party” has the meaning set forth in Section 11.1(f). “Obligor” has the meaning set forth in Section 5.8(a)(i). “OCC” means the Office of the Comptroller of the Currency. “Order” has the meaning set forth in Section 9.1(b). “Owned Real Property” means Real Property owned by Seller and used for Branches. For avoidance of doubt, Real Property owned by Seller in connection with a Branch shall be Owned Real Property hereunder. “P&A Transaction” means the purchase and sale of Assets and the transfer and assumption of Assumed Liabilities described in Sections 2.1 and 2.2. “Permitted Encumbrances” means (t) matters disclosed on Schedule 1.1(c) of the Seller Disclosure Schedule, (u) Encumbrances which the Title Insurer agrees to omit, to provide affirmative insurance for, or to otherwise insure over at no additional cost to Purchaser, (v) statutory liens securing Taxes or other payments not yet due and payable, (w) easements, encroachments, rights of way and other Encumbrances, applicable zoning laws, and building restrictions, none of which materially and adversely affect the current use of the Real Property as a commercial bank branch office in the manner used by Seller, (x) the rights of landlords under any lease relating to the Real Property, (y) the rights of any tenants under written leases and (z) any other matters that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. “Person” means any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, trust or other business entity.
Negative Deposits means Deposit account overdrafts. “Net Book Value” means the carrying value of each of the Assets as reflected on the books of Seller as of the Effective Time, in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement. “Non-Controlling Party” has the meaning set forth in Section 11.1(f). “Obligor” has the meaning set forth in Section 5.7(a)(i). “Order” has the meaning set forth in Section 9.1(b).
Negative Deposits means Deposit account overdrafts. “Non-Controlling Party” has the meaning set forth in Section 11.1(f). “Net Book Value” means the carrying value of each of the Assets as reflected on the books of Seller in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement. “New Plans” means any employee benefit plans of Purchaser that provides benefits to any Transferred Employee after the Transfer Date. “Obligor” has the meaning set forth in Section 5.8(a)(i). “OCC” means the Office of the Comptroller of the Currency. “Order” has the meaning set forth in Section 9.1(b). “Owned Real Property” means Real Property owned by Seller and used for Branches. “P&A Transaction” means the purchase and sale of Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2. “Person” means any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, trust or other business entity. “Personal Property” means the personal property goods of Seller located in the Branches, and used or held for use in the business or operation of the Branches, consisting of the trade fixtures, shelving, furniture, leasehold improvements, on-premises ATMs (excluding Seller licensed software, but including ATM hardware, alarm contacts, safe, cash canisters, security camera, KABA-MAS locks, ADA audio hardware, deposit automation hardware, keys and lock combinations), equipment, security systems equipment (but not including any connections or software relating thereto), safe deposit boxes (exclusive of contents), vaults and sign structures. Exhibit 1.1
Negative Deposits means overdrafts in Deposits which are not covered by Advance Lines, all as reflected on Seller’s general ledger as of the Closing Date.
Negative Deposits means overdrafts in Deposit Accounts which are not covered by Advance Lines, and any and all Accrued Interest on such Deposit Accounts, all as reflected on Seller's general ledger as of the Closing Date.
Negative Deposits means Deposit account overdrafts. “Net Book Value” means the carrying value of each of the Assets as reflected on the books of Seller as of the Closing Date in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement. “Non-Controlling Party” has the meaning set forth in Section 11.1(f). “Obligor” has the meaning set forth in Section 5.8(a)(i). “Order” has the meaning set forth in Section 9.1(b). “Owned Real Property” means Real Property owned by Seller and used for Branches. “P&A Transactions” means the purchase and sale of Assets and the assumption of Assumed Liabilities described in Sections 2.1, 2.2 and 2.3. “Permitted Encumbrances” means (i) liens for current Taxes that are not yet due or delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves have been taken on the financial statements for the Seller; (ii) statutory liens or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, repairmen’s liens or other like liens arising in the ordinary course of business with respect to the applicable assets for amounts not yet overdue; (iii) with respect to the Real Property, any Encumbrances or other minor title defects or irregularities that do not, individually or in the aggregate, materially impair the value or the use of such Real Property as a commercial bank branch office as currently used; and (iv) as to any Branch Lease, any Encumbrance affecting solely the interest of the landlord thereunder and not the interest of the tenant thereunder, which does not materially and adversely affect the value of such Real Property or the use of such Real Property as a commercial bank branch office as currently used.