Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities Sample Clauses

Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. (a) Prior to the Closing Date, the Purchaser shall assure Seller that its data processing systems are capable of receiving the Assets and the Deposit Liabilities on the Closing Date. Seller and Purchaser shall cooperate in good faith to assure an orderly transition of ownership of the Assets and Assumed Liabilities to Purchaser.
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Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. Prior to the Closing Date, Seller will assist Purchaser, in ways to be mutually agreed upon by Seller and Purchaser, in preparing Purchaser’s data processing system to receive the transferred Loans and Deposit Liabilities, including internet banking and xxxx pay conversion data. Purchaser shall bear all fees associated with the conversion of data relating to the Deposit Liabilities and the Loans.
Sample 1
Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. 10 3.5 Retention of and Access to Files Following the Closing Date. 12 3.6 Consents to Assignment of Contracts. 13 3.7 Payment of Items After the Closing Date. 13 3.8 ACH. 14 3.9 Notice to Customers. 15 3.10 Retirement Accounts. 15 3.11 Other Liabilities. 15 3.12 Back-up Withholding. 16
Sample 1
Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. After the date of this Agreement, the Seller shall assist the Purchaser, in ways to be mutually agreed upon by the Seller and the Purchaser, in preparing the Purchaser’s data processing system to receive the Deposit Liabilities as of the Effective Time.
Sample 1
Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. (a) Prior to the Closing Date, the Purchaser shall provide reasonable assurances to the Seller that its data processing systems are capable of receiving the Assets and the Deposit Liabilities on the Closing Date. The Seller and the Purchaser shall use commercially reasonable efforts and cooperate in good faith to assure on the Closing Date an orderly transition of ownership of the Assets and Assumed Liabilities to the Purchaser. From the date of this Agreement until the Closing, the Seller will provide reasonable cooperation with and assist the Purchaser in planning a conversion to transition the business of the Branches from the Seller to the Purchaser, including the transition of the Seller’s electronic data to an electronic file format mutually agreeable to both Parties, on the Closing Date. As soon as practicable following the date hereof, the Seller shall provide the Purchaser with applicable product functions and specifications relating to the data processing support required for the Deposit Liabilities and Loans maintained at the Branches (such Deposit Liabilities and Loans, collectively, the “Accounts”). As soon as practicable following the date hereof, the Seller shall provide to the Purchaser file formats relating to the Accounts. Within fourteen (14) Business Days of up to three (3) separate requests by the Purchaser, the Seller agrees to provide to the Purchaser a complete set of data files/conversion tapes related to the Accounts in such form as agreed between the Seller and the Purchaser (unless additional sets of test tapes are reasonably required to effect the conversion). The Purchaser shall review and analyze such materials, including the file formats and data files/conversion tapes, and shall advise the Seller in writing of any defects or concerns relating thereto not later than thirty (30) Business Days following receipt thereof. On the Closing Date, the Seller shall provide a final set of data files/conversion tapes contemplated in this Section 2.4(a) to the Purchaser as of such date regardless of the number of requests for such information and material made by the Purchaser pursuant to this Section 2.4(a).
Sample 1
Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. (a) Prior to the Closing Date, the Purchaser shall assure that its data processing systems are capable of receiving the Assets and the Deposit Liabilities on the Closing Date.
Sample 1
Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. Prior to the Closing Date and through the Deferred Loan Closing Date, Seller shall assist Purchaser and Purchaser shall assist Seller, in ways to be mutually agreed upon by Seller and Purchaser, in preparing Purchaser’s data processing system to receive the transferred Loans and Deposit Liabilities, including internet banking and bxxx pay conversion data. Seller shall not incur any additional cost in connection with Purchaser preparing its data processing system other than costs and expenses incurred by Seller’s employees and its data processing provider.
Sample 1
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Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. Prior to the Closing Date, Seller and Purchaser shall cooperate with each other and shall use their reasonable best efforts (consistent with their internal day-to-day operations) in order to cause the timely transfer of information concerning the Assets and the Deposit Liabilities which is maintained on Seller’s data processing system so that Purchaser can incorporate such information into Purchaser’s data processing system no later than the opening of business on the business day following the Closing Date. To this end, Seller shall provide to Purchaser or Purchaser’s designee on industry standard magnetic media, the following, so as to enable the parties to prepare for the transfer of information in machine-readable form pertaining to the Loan and Deposit Liabilities, it being expressly understood that such data and magnetic media and tapes shall be in Seller’s standard form for divestiture files, programs, systems and formats:
Sample 1

Related to Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities

  • Delivery of Assets to Custodian The Trust shall deliver, or cause to be delivered, to the Custodian all of the Fund's Securities, cash and other investment assets, including (i) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (ii) all cash received by the Fund for the issuance of Shares. The Custodian shall not be responsible for such Securities, cash or other assets until actually received by it.

  • Deposit Account Transactions (a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank.

  • Collection of Accounts Receivable (a) At the Closing, Sellers' Agents shall designate Purchaser as its agent solely for the purposes of collecting the MMP Accounts Receivable. Purchaser will collect the MMP Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day after the Closing Date (the "Collection Period") with the same care and diligence Purchaser uses with respect to its own accounts receivable and hold all such MMP Accounts Receivable in trust for Sellers until remitted by Purchaser to the Indemnification Escrow Agent or the Collections Account pursuant hereto. Purchaser shall not make any referral or compromise of any of the MMP Accounts Receivable to a collection agency or attorney for collection and shall not settle or adjust the amount of any of the MMP Accounts Receivable without the written approval of Sellers' Agent. If, during the Collection Period, Purchaser receives monies from an account debtor of Purchaser that is also an account debtor of MMP with respect to any MMP Accounts Receivable, Purchaser shall credit the sums received to the oldest account due, except where an account is disputed by the account debtor as properly due, and the account debtor has so notified Purchaser in writing, in which case, payments received shall be applied in accordance with the account debtor's instructions; provided that upon resolution of such dispute if any amounts in dispute are received by Purchaser, Purchaser shall remit such amounts to the Indemnification Escrow Agent in accordance with the Indemnification Escrow Agreement up to the amount of the Additional Indemnification Amount Deposit and, thereafter, to the Collections Account.

  • Collection of Accounts 43 5.4 Payments ............................................................................. 44 5.5 Authorization to Make Loans .......................................................... 44 5.6

  • Collection of Accounts, General Intangibles and Negotiable Collateral At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

  • Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made unless EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, addressed to the Trustee and the Securities Administrator, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

  • Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit shares of Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. Deposited Stock shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. Upon receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Stock on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the whole number of Depositary Shares representing, in the aggregate, the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

  • Custody Account Transactions (a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions which include all information required by the Bank. Settlement and payment for Securities received for, and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to the Bank.

  • Accounts and Payments in Respect of General Intangibles (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Administrative Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in a Security Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for the Administrative Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

  • Accounts Receivable and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. Except as set forth on Schedule 5(g), no accounts payable of the Company are, at this date, over 45 days old and no accounts payable of the Company will be over 45 days old at the Closing Date.

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