Certain Transitional Matters Clause Samples
The 'Certain Transitional Matters' clause outlines specific procedures or arrangements that will apply during the transition period following the execution of an agreement. This may include the handling of ongoing obligations, the transfer of responsibilities, or the continuation of certain services until new arrangements are fully in place. By clearly defining how transitional issues are managed, this clause helps ensure a smooth changeover and minimizes disruptions or misunderstandings between the parties.
Certain Transitional Matters. (a) Buyer will, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits. To the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number.
(b) Seller and Buyer will develop appropriate procedures and arrangements to provide for settlement by Buyer of checks, drafts, withdrawal orders, returns and other items that are drawn on or chargeable against the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to any bank for the account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement.
(c) Buyer will pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the Deposits.
(d) Buyer will pay promptly to Seller an amount equal to the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection as of the Effective Time credited to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller.
(e) Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the transactions contemplated hereby which may be received by Seller after the Effective Time.
(f) For a period of twelve (12) months following the Closing Date, upon request either to Seller or Buyer from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social security, unemployment, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only to the extent of the balance in the relevant account at the date of such request. Buyer will assign to Seller...
Certain Transitional Matters. A. In order to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Effective Date by depositors or holders of the Core Deposits, Purchaser, at its cost and expense, on or prior to the Effective Date, shall prepare and mail to each depositor or other holder of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and reasonably acceptable to Seller notifying each such depositor or account holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that upon the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser with instructions to utilize the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notification.
B. On or before the Effective Date, Seller and Purchaser shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Purchaser through the check clearing system of the banking industry, effective immediately after the Effective Date, of all checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating to the Core Deposits. In the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, and withdrawal orders for processing by Purchaser.
C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are pres...
Certain Transitional Matters. The Borrower confirms that all Interest Periods in respect of Revolving Loans outstanding on the date hereof are scheduled to expire on November 4, 1999 (the "Transition Date"). On the Transition Date, the amount of Revolving Loans then outstanding and held by each Bank shall be adjusted to reflect the changes in the Banks' Pro Rata Shares of the Revolving Loans, subject to Section 5.02 of the Credit Agreement. Each Bank having Revolving Loans then outstanding and whose Pro Rata Share in respect of Revolving Loans has been decreased on the Effective Date as a result of the amendments contemplated hereby shall be deemed to have assigned on the Transition Date, without recourse, to each Bank increasing its Revolving Commitment on the Effective Date (each such Bank, an "Increasing Bank") such portion of such Revolving Loans as shall be necessary to effectuate such adjustment. Each such Bank increasing its Revolving Commitment on the Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and (ii) fund on the Transition Date such assumed amounts to the Agent for the account of the assigning Bank in accordance with the provisions hereof in the amount notified to such Increasing Bank by the Agent. At the request of any Bank whose Revolving Commitment increases or decreases as a result of the amendments contemplated hereby, the Borrower shall promptly provide a replacement Revolving Note to each such requesting Bank reflecting such Bank's new Revolving Commitment. Each such Bank requesting a replacement Revolving Note shall, upon its receipt of such replacement Revolving Note, return its existing Revolving Note, if any, to the Agent for cancellation.
Certain Transitional Matters. Following the Closing Date:
(a) Purchaser agrees to pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, over the counter or through the check clearing system of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by Seller or by Purchaser, and in all other respects to 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.
(b) If any of such depositors, instead of accepting the obligation of Purchaser to pay the deposit liabilities assumed, shall demand payment from Seller for all or any part of any such assumed deposit liabilities, Seller shall not be liable or responsible for making such payments; provided if Seller pays the same, Purchaser agrees to reimburse Seller for any such payments or charges. Seller and Purchaser shall make appropriate arrangements, including but not limited to the transfer by Seller to Purchaser of banking industry routing numbers, to provide for settlement by Purchaser of checks, returns and other items which are presented after the Closing Date and which are drawn on or chargeable to accounts which have been assumed by Purchaser. In addition, subsequent to regulatory approval, Seller will notify its affected customers by letter of the pending assignment of Seller's deposit accounts to Purchaser, which notice shall be at Seller's cost and expense.
(c) Purchaser agrees to pay promptly to Seller an amount equivalent to the amount of any checks, drafts or withdrawal orders credited to an assumed account as of the Closing Date which are returned to Seller after the Closing Date. Seller may charge this settlement account established by Purchaser hereunder in the amount of any such item(s).
(d) If the balance due on any loan purchased pursuant to SECTION 2.2 has been reduced by Seller as a result of a payment by check received prior to the Closing Date, which item is returned after the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand.
Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale or any Assignment and Assumption Agreement, to the extent that ▇▇▇ sale or delegation by any Seller, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall co▇▇▇▇tute the applicable Seller's agreement to sell and delegate, and the Buyer's agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.
Certain Transitional Matters. From and after the Closing Date:
(a) Subject to Section 8.9, Purchaser shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and Purchaser shall have the right to conduct and control all negotiations and proceedings with respect thereto. Subject to Section 8.9, Seller shall notify Purchaser promptly of any Claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of Purchaser, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. Seller shall cooperate with Purchaser in connection with any negotiations or proceedings involving any Assumed Liabilities.
(b) If the Closing occurs at a time when not all Permits and Environmental Permits have been transferred to Purchaser, the Parties shall continue to abide by their obligations hereunder to obtain all such transfers, as soon as practicable, and Seller authorizes Purchaser to use any such Permits and Environmental Permits in its business operations after the Closing.
Certain Transitional Matters. On the Effective Date, the Banks party to the Original Agreement, as amended and restated hereby, shall be the Banks listed on the signature pages hereof and shall have the respective Commitments in the amounts set forth in Schedule 2.01 (Amended) of this Agreement. Without limiting the generality of the foregoing, on the Effective Date, any Banks party to the Original Agreement not listed on the signature pages hereof shall cease to be parties to the Original Agreement, and each new Bank listed on the signature pages hereof not previously party to the Original Agreement shall be and become a party to the Original Agreement and shall have all of the rights and be obligated to perform all of the obligations of a Bank thereunder with a Commitment in the amount set forth opposite such Bank's name in Schedule 2.01 (Amended) of this Agreement.
Certain Transitional Matters. On the Effective Date (as defined in Section 7 below), the amount of Revolving Loans then outstanding and held by each Lender shall be adjusted to reflect the changes in the Lenders' Pro Rata Shares of the Revolving Loans, subject to Section 3.04 of the Credit Agreement. Each Lender having Revolving Loans then outstanding and whose Pro Rata Share in respect of Revolving Loans has been decreased on the Effective Date as a result of the increase in the aggregate Revolving Commitments contemplated hereby shall be deemed to have assigned on the Effective Date, without recourse, to each Lender increasing its Revolving Commitment on the Effective Date such portion of such Revolving Loans as shall be necessary to effectuate such adjustment. Each such Lender increasing its Revolving Commitment on the Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and (ii) fund on the Effective Date such assumed amounts to the Agent for the account of the assigning Lender in accordance with the provisions hereof in the amount notified to such increasing Lender by the Agent.
Certain Transitional Matters. Sellers shall cooperate with and assist Purchasers and their authorized representatives in order to provide, to the extent reasonably requested by any Purchaser, an efficient transfer of control of the Purchased Assets and to avoid any undue interruption in the activities and operations of the Business following the Closing Date.
Certain Transitional Matters. 9 Section 6.1. Third Party Consents......................9 Section 6.2. Responsibility for Pre-Closing Transactions............................10 Section 6.3.