Common use of Deposit Liabilities Clause in Contracts

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s obligations and duties relating to the “Deposit Liabilities” (as hereinafter defined). The term “Deposit Liabilities” is defined herein as all of VISION’s obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than deposit accounts securing any loan of SELLER which is not an Purchased Loan, for which BUYER assumes no liability, which, as reflected on the books of SELLER as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “Deposit Accounts”) include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s objection or failure to accept BUYER as successor custodian (“IRA’s”) and certificates of deposit and are listed on Schedule H hereto. The “obligations, duties and liabilities” referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s SELLER's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s SELLER's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than (i) ▇▇▇▇▇ accounts and (ii) deposit accounts securing any loan of SELLER which is not an Purchased Office Loan, for which BUYER assumes no liability, which, as reflected on the books of SELLER Banc One as of the close of business on the Closing Datedate of the Banc One Closing, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which SELLER and/or Banc One has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER as successor custodian (“"IRA’s”'s") and certificates of deposit and are listed on Schedule H heretodeposit. The “"obligations, duties and liabilities” " referred to in the immediately preceding first sentence of this Section 1.3(b) include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s SELLER's obligations and duties relating to the “Deposit Liabilities” (as hereinafter defined)Liabilities attributable to the Offices. The term “"Deposit Liabilities” is defined herein as " means all of VISION’s SELLER's obligations, duties and liabilities of every type and character relating to all deposit accounts attributable to the Offices as of VISION’s deposit the Closing (a preliminary confidential listing of which has been provided by SELLER to BUYER as of the date of this Agreement) other than (i) ▇▇▇▇▇ accounts, other than (ii) deposit accounts securing any loan of SELLER which is not an Purchased Office Loan, for which BUYER assumes no liability, which, as reflected on the books (iii) deposits of SELLER employees who are not Transferred Employees (as defined below), and (iv) deposits of the close current directors of business on the Closing Date, are attributable to the OfficesSELLER and its affiliates. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savings, checking, Money Market, Market and NOW accounts, certificates of deposit and Individual Retirement Accounts ("IRAs") for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER as successor custodian (“IRA’s”) and certificates of deposit and are listed on Schedule H heretosuccessor. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence definition of Deposit Liabilities include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms (including the accrual and payment of interest following the Closing), and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.;

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s 's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s 's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than deposit accounts securing any loan of SELLER which is not an Purchased Loan, for which BUYER assumes no liability, which, as reflected on the books of SELLER as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER as successor custodian (“"IRA’s”'s") and certificates of deposit and are listed on Schedule H hereto. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s BANK ONE's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s BANK ONE's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than (i) KEOG▇ ▇▇▇ounts, (ii) deposit accounts securing any loan of SELLER BANK ONE which is not an Purchased Office Loan, for which BUYER Premier assumes no liability, which, as reflected on the books of SELLER BANK ONE as of the close of business on the Closing Date, are attributable to the Offices. , and (iii) public funds deposits and deposits associated with certain commercial relationships which BANK ONE elects, at its sole discretion, to retain as listed in Schedule R. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savingspassbook accounts, checking, Money Market, Market and NOW accounts, Individual Retirement Accounts for which SELLER BANK ONE has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER Premier as successor custodian (“"IRA’s”'s") and certificates of deposit and are listed on Schedule H heretodeposit. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for post-closing periods following the Closing Date including, without limitation, IRS Form 1099 reports 1099's, relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing DateAccounts. With regard to each ▇▇▇ IRA included within the Deposit Accounts, BUYER Premier shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s BANK ONE's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s BANK ONE's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than (i) K▇▇▇▇ accounts and (ii) deposit accounts securing any loan of SELLER BANK ONE which is not an Purchased Office Loan, for which BUYER assumes no liability, which, as reflected on the books of SELLER BANK ONE as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which SELLER BANK ONE has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER as successor custodian (“"IRA’s”'s") and certificates of deposit and are listed on Schedule H heretodeposit. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇I▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s BANK ONE's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s BANK ONE's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than (i) ▇▇▇▇▇ accounts and (ii) deposit accounts securing any loan of SELLER BANK ONE which is not an Purchased Office Loan, for which BUYER assumes no liability, which, as reflected on the books of SELLER BANK ONE as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which SELLER BANK ONE has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER as successor custodian (“"IRA’s”'s") and certificates of deposit and are listed on Schedule H heretodeposit. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s Seller's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s Seller's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than deposit accounts securing any loan of SELLER which is not an Purchased Loan, for which BUYER assumes no liability, which, as reflected on the books of SELLER Seller as of the close of business on the Closing Date, are attributable to the OfficesBranches, other than deposit accounts securing any loan of Seller which is not a Branch Loan, for which Buyer assumes no liability. The deposit accounts referred to in the immediately preceding sentence (hereinafter herein the “"Deposit Accounts”") include, without limitation, passbook, statement savings, checking, Money Marketmoney market, and NOW accounts, Individual Retirement Accounts for which SELLER has not receivedindividual retirement accounts ("IRA's"), on or before the Closing Date, the written advice from the account holder of such account holder’s objection or failure to accept BUYER as successor custodian (“IRA’s”) and certificates of deposit and are listed on Schedule H heretodeposit. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date and to be filed or reported after the Closing Date including, without limitation, IRS Form 1099 reporting, reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ IRA included within the Deposit Accounts, BUYER Buyer shall also assume a▇▇▇me the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay -------------------- in full and timely perform all of VISION’s SELLER's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “Deposit Liabilities” "DEPOSIT LIABILITIES" is defined herein as all of VISION’s SELLER's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than deposit accounts securing any loan of SELLER which is not an Purchased Loan, for which BUYER assumes no liability, (including accrued but unpaid or uncredited interest thereon and uncollected funds related thereto) which, as reflected on the books of SELLER as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “Deposit Accounts”"DEPOSIT ACCOUNTS") include, without limitation, passbookclub, statement savings, passbook savings, checking, Money Market, Market and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection or failure to accept BUYER as successor custodian (“"IRA’s”'S") and certificates of deposit. Deposit Accounts shall not include (i) deposit accounts maintained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and are (iii) the deposits listed on Schedule H heretoSCHEDULE Q to this ---------- Agreement. The “obligations, duties and liabilities” referred liabilities to in be assumed by BUYER relating to the immediately preceding sentence Deposit Accounts include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date Date, including, without limitation, IRS Form Forms 1098 and 1099 and other informational tax reports and reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued paid after the Closing Date. With regard to each ▇I▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s obligations and duties relating to the “Deposit Liabilities” (as hereinafter defined). The term “Deposit Liabilities” is defined herein as all of VISIONSeller’s obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accountsthe Deposit Liabilities, other than deposit accounts securing any loan of SELLER which is not an Purchased Loanprovided however, for which BUYER assumes no liabilitySeller shall have the obligations, which, as reflected on duties and liabilities relating to the books of SELLER as of the close of business on Deposit Liabilities up to and including the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “Deposit Accounts”) include, without limitation, passbook, statement savings, checking, Money Market, and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s objection or failure to accept BUYER as successor custodian (“IRA’s”) and certificates of deposit and are listed on Schedule H hereto. The “obligations, duties and liabilities” referred to in the immediately preceding sentence include, without limitation, include the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law Law and their respective contractual terms and the duty to supply and file all applicable reporting forms for periods following the Closing Date includingforms, without limitationincluding IRS Forms 945, IRS Form 1098 and 1099 and other informational tax reports and reports relating to the Deposit Accounts relating to be filed interest paid by the Seller relating to interest paid up to and provided after including the Closing Date and relating to the Buyer relating to interest accrued paid for periods after the Closing Date. With regard to each ▇▇▇ IRA included within the Deposit Accounts, BUYER Buyer shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith. For purposes of this Agreement, the Deposit Liabilities transferred at the Closing shall include, and Buyer shall assume liability for, any interest or earnings accrued but not credited on or to the Deposit Liabilities as of the Effective Time and due after the Closing Date. Contemporaneously with the delivery of the Preliminary Settlement Statement, Seller shall provide Buyer with notice of and details concerning all Deposit Accounts that are overdrawn and Buyer shall be entitled to accept or reject such overdrafts in its sole discretion by written notice delivered to Seller not later than five (5) Business Days prior to the Closing Date. Any such overdrafts rejected by Buyer shall be deemed an Excluded Loan under the terms of this Agreement and shall be retained by Seller.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISION’s BANK ONE's obligations and duties relating to the “"Deposit Liabilities” " (as hereinafter defined). The term “"Deposit Liabilities” " is defined herein as all of VISION’s BANK ONE's obligations, duties and liabilities of every type and character relating to all of VISION’s deposit accounts, other than (i) ▇▇▇▇▇ accounts and (ii) deposit accounts securing any loan of SELLER BANK ONE which is not an Purchased Office Loan, for which BUYER CNB assumes no liability, which, as reflected on the books of SELLER BANK ONE as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “"Deposit Accounts”") include, without limitation, passbook, statement savingspassbook accounts, checking, Money Market, Market and NOW accounts, Individual Retirement Accounts for which SELLER BANK ONE has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s 's objection to or failure to accept BUYER CNB as successor custodian (“"IRA’s”'s") and certificates of deposit and are listed on Schedule H heretodeposit. The “"obligations, duties and liabilities” " referred to in the immediately preceding sentence include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for post-closing periods following the Closing Date including, without limitation, IRS Form 1099 reports 1099's, relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing DateAccounts. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER CNB shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter discharge, pay in full and timely perform all of VISIONSELLER’s obligations and duties relating to the “Deposit Liabilities” (as hereinafter defined)Liabilities attributable to the Offices. The term “Deposit Liabilities” is defined herein as means all of VISIONSELLER’s obligations, duties and liabilities of every type and character relating to all deposit accounts attributable to the Offices as of VISION’s deposit the Closing (a preliminary confidential listing of which has been provided by SELLER to BUYER as of the date of this Agreement) other than (i) ▇▇▇▇▇ accounts, other than (ii) deposit accounts securing any loan of SELLER which is not an Purchased Office Loan, for which BUYER assumes no liability, which, as reflected on the books (iii) deposits of SELLER employees who are not Transferred Employees (as defined below), and (iv) deposits of the close current directors of business on the Closing Date, are attributable to the OfficesSELLER and its affiliates. The deposit accounts referred to in the immediately preceding sentence (hereinafter the “Deposit Accounts”) include, without limitation, passbook, statement savings, checking, Money Market, Market and NOW accounts, certificates of deposit and Individual Retirement Accounts (“IRAs”) for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s objection or failure to accept BUYER as successor custodian (“IRA’s”) and certificates of deposit and are listed on Schedule H heretosuccessor. The “obligations, duties and liabilities” referred to in the immediately preceding sentence definition of Deposit Liabilities include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms (including the accrual and payment of interest following the Closing), and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date. With regard to each ▇▇▇ included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.;