Common use of Certain Transitional Matters Clause in Contracts

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. Following the Closing Date:Date ------------------------------------------------------- (a) Purchaser Buyer agrees to pay honor in accordance with law applicable law, up to the collected amount on deposit (and customary banking practices any other funds available by reason of any agreement between the depositor and Buyer), all properly drawn and presented checks, drafts drafts, electronic debits and credits and withdrawal orders presented to Purchaser Buyer by mail, over the counter or through its counters, throughout the check clearing system system, and Automated Clearing House of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by Seller Seller, or by PurchaserBuyer, 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 PurchaserBuyer. Buyer's obligation under this Section to honor checks, withdrawal, draft forms and electronic debits and credits provided by Seller and carrying its imprint shall expire at the close of business on the 60th business day following the Closing Date or a date mutually agreeable to both parties. (b) If any of such depositors, instead of accepting the obligation of Purchaser Buyer to pay the deposit liabilities Deposit Liabilities assumed, shall demand payment from Seller for all or any part of any such assumed deposit liabilitiesDeposit Liabilities, Seller shall not be liable or responsible for making such payments; provided if payment. Instead, Seller pays may, at its discretion, assume custody of the samecheck or other item presented for payment, Purchaser agrees including electronic items, on an account which has been transferred with the Branch, batch such items and send them to reimburse Seller for any such payments or chargesBuyer by mail within one business day after receipt thereof by Seller. Seller and Purchaser shall make appropriate arrangementsnot, including but not limited at any time, be liable or responsible for making payment on such items by reason of its obtaining custody of them for transmittal to Buyer. In order to reduce the transfer by continuing charges to Seller to Purchaser through the check clearing system of the banking industry routing numbers, to provide for settlement by Purchaser which will result from check forms of checks, returns and other items which are presented Seller being used after the Closing Date and which by the depositors whose accounts are drawn on or chargeable to accounts which have been assumed by Purchaser. In additionassumed, subsequent to regulatory approvalBuyer agrees, Seller will notify at 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, on or immediately after (and in no event without the express written consent of Seller, if prior to) the Closing Date, to notify depositors of Buyer's assumption of Deposit Liabilities and, at its sole cost and expense and without cost to depositors, to furnish each depositor of an assumed account with not less than fifty (50) checks on the forms of Buyer, with instructions to utilize Buyer's checks and to destroy unused checks of Seller as of the Closing Date. Buyer will send Seller a copy of notification letters forwarded to depositors by Buyer. Seller hereby agrees that after the 60th business day following the Closing Date or a date mutually agreeable to both parties, it shall, with respect to the Branch, at its sole option, either: (1) return such check or other item with reference to the maker thereof; or (2) assume custody thereof, batch the same and make it available to Buyer for pick-up in the manner aforesaid and telephone Buyer of the availability of the same for pick-up prior to 10:30 a.m. of the next banking day after receipt. (c) Purchaser agrees Buyer agrees, no later than the start of the second business day after demand by Seller, 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 uncollected item included in a depositor's balance on the Closing Date which are is returned to Seller after the Closing DateDate as not collected less the Deposit Premium paid thereon. Seller may charge this settlement account established by Purchaser hereunder in Buyer shall be required to make such payment for an item only up to the amount of any on deposit with Buyer in such item(s)depositor's account at the time Seller makes the demand aforesaid. (d) If Buyer shall ▇▇▇▇▇▇ ▇orward to Seller any mail, facsimile or other correspondence, received at any of the balance due on any loan purchased pursuant Branch after the Closing Date, that is (i) addressed to SECTION 2.2 has been reduced Seller, or (ii) addressed to Buyer but relating to an obligation of Seller that originated prior to the Closing Date. (e) Adjustments after the Closing Date shall be made daily as may be required. Such adjustments shall be by Seller as a result of a payment by check received wire transfer. (f) At least ten (10) business days prior to the Closing Date, which item is returned after Buyer shall notify holders of ATM cards that all ATM cards held by Branch customers will be void as of 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. Following 7.1 On the Closing Effective Date: , the Lenders party to the Credit Agreement, as amended hereby, shall be the Lenders as of the Effective Date, including the New Lenders as of the Effective Date, and shall have the respective Revolving Credit Commitments set forth in Schedule 2.01 to the Credit Agreement (aas amended as contemplated hereby). Any Lender party to the Credit Agreement not listed on the signature pages hereof (each a “Departing Lender”) Purchaser agrees shall cease to pay be a Lender on the Effective Date upon payment of all amounts due to it under the Credit Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement, in order to effect the renewal and amendment of the existing Revolving Credit Facility as contemplated by this Second Amendment, all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Credit Agreement will be due and payable on the Effective Date. Each Departing Lender and each other Lender having Loans outstanding on the Effective Date and whose pro rata share in respect of such Loans has been decreased on the Effective Date shall be deemed to have assigned on the Effective Date, without recourse, ratably to each Lender with increasing its Commitment hereunder (each an “Increasing Lender”) and to each New Lender such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Effective Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Effective Date such assumed amounts to Administrative Agent for the account of each such assigning Lender 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 provisions hereof in the amount of any notified to such item(s)Increasing Lender or such New Lender by Administrative Agent. (d) 7.2 If any Swingline Loans or Letters of Credit shall be outstanding on 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 Effective Date, the asset value represented by Lenders (including the loan transferred New Lenders) shall be correspondingly increased deemed to have participation interests therein as of such date in accordance with their pro rata shares as reflected in Schedule 2.01 to the Credit Agreement (as amended as contemplated hereby). Each Departing Lender and an amount each other Lender having participation interests in cash equal to any Swingline Loans and Letters of Credit outstanding on the Effective Date and whose pro rata share in respect of such increase participation interests in any outstanding Swingline Loans and Letters of Credit has been decreased on the Effective Date shall be paid by Purchaser deemed to Seller promptly upon demandhave assigned on the Effective Date, without recourse, ratably to each Increasing Lender and each New Lender such ratable portion of such participation interests in any outstanding Swingline Loans Letters of Credit as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Effective Date shall be deemed to have assumed such ratable portion of such participation interests in any such outstanding Swingline Loans and Letters of Credit.

Certain Transitional Matters. Following the Closing Effective Date: (a) The Purchaser agrees to pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry, by depositors of the accounts assumedDeposit Liabilities (but in no event in an amount in excess of the collected balance of the respective deposit account), whether drawn on the checks, drafts or withdrawal or draft order forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose accounts are assumed by the Purchaser. The Purchaser's obligation under this paragraph to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to Purchaser more than sixty (60) days following the Effective Date. (b) If any of such depositorsdepositor draws a check, instead of accepting draft or withdrawal order against the obligation of Purchaser Deposit Liabilities which is presented or charged to the Seller within sixty (60) days after the Effective Date, the Seller shall 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 same and the same, Purchaser agrees to reimburse the Seller for any such payments or charges, provided there are sufficient funds in the depositor's account. The Seller and Purchaser shall make appropriate arrangements, including but not limited be deemed to have made any representation or warranty to the transfer Purchaser with respect to any such checks, drafts or withdrawal orders of depositors whose accounts have been assumed by the Purchaser, and any such representations or warranties implied by law are hereby disclaimed. The Purchaser will settle with the Seller, on a weekly basis, any such checks, drafts or orders of withdrawal presented by Seller to Purchaser for reimbursement. In order to reduce the continuing charges to the Seller through the check clearing system of the banking industry routing numberswhich will result from check forms of the Seller being used after the Effective Date by the depositors whose accounts are assumed, the Purchaser agrees, at its cost and expense, and without charge to such depositors, to provide for settlement by notify such depositors, within thirty (30) days following the Effective Date, of the Purchaser's assumption of Deposit Liabilities and to furnish each depositor of an assumed checking account with checks on the forms of the Purchaser with instructions to utilize the Purchaser's checks and to destroy unused checks 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 PurchaserSeller. In addition, subsequent to regulatory approvalapproval of the transactions contemplated hereunder, the Seller will notify its affected customers depositors by letter letter, in a form mutually acceptable to the Seller and the Purchaser, of the pending assignment to the Purchaser of Seller's deposit accounts to Purchaser, the Deposit Liabilities and business operations at the Branches which notice shall be at the Seller's cost and expense. (c) The Purchaser agrees will pay to pay promptly to Seller the Seller, on a weekly basis, an amount equivalent to the amount of any checks, drafts or withdrawal orders credited to an account which has been assumed account as of by the Closing Date Purchaser which are returned to the Seller after the Closing Date. Seller may charge this settlement Effective Date and require that such account established by Purchaser hereunder be debited, to the extent that sufficient funds exist in the amount of any such item(s)account. (d) If Manifest errors in calculation or data entry relating to any amounts supplied hereunder may be corrected by notice to the balance due other party within forty-five (45) days after the Effective Date. Each party hereunder agrees to take any action, including the payment of money or the amendment of any records, necessary to reflect such correction within five (5) business days after receiving such notice from the other party. (e) Seller shall forward to Purchaser: (i) by facsimile on the day received by Seller, (A) any loan purchased pursuant ACH debit or credit to SECTION 2.2 has been reduced a deposit account, (B) any returned check related to a deposit account, in each case with any information related thereto, (C) checks drawn against deposit accounts and paid by Seller as in accordance with (b) above and (D) any payments which are accepted by the Seller on or after the Effective Date that relate in any way to the Loans, with sufficient information so that any such payments may be properly applied; (ii) by overnight courier, within two (2) business days of receipt by Seller the original physical item referred to in (i) above; (iii) by facsimile, on the day received by Seller, followed by the original, by overnight courier, within two (2) business days after received by Seller, any notices or other correspondence received on or after the Effective Date that relate to (A) transactions occurring on or after the Effective Date or (B) general customer issues, in each case with respect to the Loans or deposit accounts. (f) Purchaser shall pay to Seller no later than the start of the second business day after the original item is received by Purchaser, (i) an amount equal to 100% of any uncollected item deposited into a result of a payment by check received deposit account prior to the Closing Effective Date which is returned on or after the Effective Date for any reason as not collected, (ii) the amount of any checks drawn against a deposit account paid by Seller in accordance with (b) above and (iii) ACH debits to deposit accounts paid by Seller in accordance with (b) above, net of Loan payments received by Seller on or after the Effective Date and ACH credits relating to a deposit account received by Seller on or after the Effective Date. (g) From and after the Effective Date Seller agrees to promptly respond to all inquiries, notices or correspondence by deposit account or Loan customers regarding any account transaction occurring prior to the Effective 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 affording to such increase shall be paid persons the same level of customer service as Seller provides to its own customers. If any such inquiry, notice or correspondence is received by Purchaser, Purchaser agrees to Seller promptly upon demandforward such inquiry, notice or correspondence to Seller, by facsimile on the day received by Purchaser, and forward the original inquiry to Seller, by overnight courier, within two (2) business days following receipt thereof by Purchaser.

Certain Transitional Matters. Following the Closing Effective Date: (a) Purchaser Liberty agrees to pay honor in accordance with law law, up to the collected amount on deposit (and customary banking practices any other funds available by reason of any agreement between the depositor and Eagle or MidConn, as the case may be, and copies of which, or the forms of which Eagle has provided to Liberty), all properly drawn and presented checks, drafts drafts, electronic debits and credits and withdrawal orders presented to Purchaser Liberty by mail, over the counter or its counters, through the check clearing system system, and Automated Clearing House of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by Seller Eagle or MidConn, as the case may be, or by PurchaserLiberty, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller Eagle or MidConn, as the case may be, with respect to the balances due and owing to the depositors whose accounts are assumed by PurchaserLiberty. Liberty's obligation under this Section 1.08(a) to honor checks, withdrawals, draft forms and electronic debits and credits provided by Eagle or MidConn, as the case may be, and carrying its imprint shall expire at the close of business on the 90th business day after the Conversion Date (as defined below) or a date mutually agreeable to both Constituent Entities. (b) If any At least 30 days before the Effective Date, Liberty shall, at its own cost and expense, have the right to provide notice regarding the pending assumption to each depositor of an account to be assumed, which notice shall be reasonably acceptable to Eagle as to form and content. On or as soon as practicable after the Effective Date, Liberty shall begin processing checks drawn on the assumed accounts on the forms of Liberty. The date on which Liberty begins processing checks on its forms is called the "Conversion Date." Prior to the Conversion Date, depositors whose deposit accounts have been assumed by Liberty may continue to draw checks on the assumed accounts using the forms of Eagle or MidConn, as the case may be, provided that after the Effective Date, the cost of processing checks drawn on the assumed accounts and the payment of such depositorschecks shall be the responsibility of Liberty. If after the Conversion Date, instead any such depositors continue to use checks on forms of accepting the obligation of Purchaser to pay the deposit liabilities assumedEagle, shall or otherwise demand payment from Seller Eagle for all or any part of any such assumed deposit liabilities, Seller Eagle shall not be responsible or liable or responsible for making such payments; provided if Seller pays payment. Instead, at any time up to and including the same90th business day after the Conversion Date, Purchaser agrees or a date mutually agreeable to reimburse Seller both parties, Eagle shall assume custody of the check or other item presented for any such payments or charges. Seller and Purchaser shall make appropriate arrangementspayment, including but not limited electronic items, on an account which has been transferred with the Middlefield Office, batch such items in a manner that is mutually agreed upon by both parties, and make them available to Liberty in such manner and at such time and place as shall be mutually agreed upon by both parties, in order to allow Liberty sufficient time to process such items in accordance with applicable statutes, regulations, and clearing house agreements to which Liberty is subject. In order to reduce the transfer by Seller continuing charges to Purchaser Eagle through the check clearing system of the banking industry routing numberswhich will result from check forms of Eagle or MidConn, to provide for settlement by Purchaser of checksas the case may be, returns and other items which are presented being used after the Closing Conversion Date and which by the depositors whose accounts are drawn on or chargeable to accounts which have been assumed by Purchaser. In additionassumed, subsequent to regulatory approvalLiberty agrees, Seller will notify at 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, and without cost to depositors, prior to the Conversion Date but not earlier than five business days prior to the Effective Date (and only with the express written consent of Eagle or MidConn, as the case may be, if prior to the Effective Date, which consent shall not be unreasonably withheld, conditioned or delayed), to furnish each depositor of an assumed account with not less than 50 checks on the forms of Liberty, with instructions to utilize Liberty's checks and to destroy unused checks of Eagle or MidConn, as the case may be, after the Conversion Date or a date mutually agreeable to both parties. Eagle hereby agrees that after the 90th business day after the Conversion Date or a date mutually agreeable to both parties, it shall, with respect to any check or other item presented to it for payment on an account which has been transferred with the Middlefield Office, at its sole option, either: (i) return such check or other item with reference to the maker thereof; or (ii) assume custody thereof, batch the same in a manner that is mutually agreed upon by Liberty and Eagle, and make it available to Liberty in such manner and at such time and place as shall be mutually agreed upon by Eagle and Liberty, in order to allow Liberty sufficient time to process such items in accordance with applicable statutes, regulations, and clearing house agreements to which Liberty is subject. (c) Purchaser agrees Liberty agrees, no later than the start of the second business day after demand by Eagle, to pay promptly to Seller Eagle an amount equivalent to the amount of any checks, drafts or withdrawal orders credited to an assumed account as of uncollected item included in a depositor's balance on the Closing Effective 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 Effective Date as not collected. Liberty shall be correspondingly increased required to make such payment for an item only up to the amount on deposit with Liberty at the time Eagle makes the demand aforesaid and an amount in cash equal for any item paid before the expiration of a hold properly placed on the depositor's account by Eagle or MidConn, as the case may be, prior to such increase shall be paid by Purchaser to Seller promptly upon demandthe close of business on the Effective Date.