Common use of Direct Debit Clause in Contracts

Direct Debit. As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), and after the notice provided in Section 4.2(a), Purchaser will send appropriate notice to all customers having accounts constituting Deposits the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning transfer of customer direct debit authorizations from Seller to Purchaser. Seller shall cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form agreed to by the parties acting in good faith. In connection with the obligations under Section 4.1, Purchaser and Seller shall cooperate in good faith (a) to determine the method and timing for forwarding to Purchaser and settling, for a 90-day period following the Closing Date, all direct debits relating to accounts constituting Deposits, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to Purchaser hereunder and (b) to determine the method and timing for forwarding to Seller and settling, for a 90-day period following the Closing Date, all direct debits relating to deposit accounts of Seller that are not Deposits, but which transactions are nonetheless routed to Purchaser for any reason, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to Purchaser that relate to deposit accounts of Seller that are not Deposits.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Colonial Bancgroup Inc), Asset Purchase Agreement (Global Consumer Acquisition Corp.)

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Direct Debit. As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), and after the provision of the notice provided in to depositors contemplated by Section 4.2(a), Purchaser will send appropriate notice to all customers having accounts constituting Deposits the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning transfer of customer direct debit authorizations from Seller to Purchaser. Seller shall cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form reasonably agreed to by the parties acting in good faith. In connection with the their respective obligations under Section 4.1, Purchaser and Seller shall cooperate in good faith (a) to determine the method and timing for forwarding to Purchaser and settling, for a 90-day period following the Closing Date, settling all direct debits relating to accounts constituting Deposits, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to Purchaser hereunder and (b) to determine the method and timing for forwarding to Seller and settling, for a 90-day period following the Closing Date, settling all direct debits relating to deposit accounts of Seller that are not Deposits, but which transactions are nonetheless routed to Purchaser as a result of the transfer to Purchaser of the routing and transit numbers or for any reasonother reasons, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to Purchaser that relate to deposit accounts of Seller that are not Deposits.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Bay View Capital Corp), Purchase and Assumption Agreement (Bay View Capital Corp)

Direct Debit. As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), and after the notice provided in Section 4.2(a), Purchaser will send appropriate notice to all customers having accounts constituting Deposits the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning transfer of customer direct debit authorizations from Seller or Huntington, as applicable, to Purchaser. Seller shall, and Seller shall use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to, cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form agreed to by the parties acting in good faith, and approved by Huntington. In connection with the obligations under Section 4.1, Purchaser and Seller shall, and Seller shall use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to, cooperate in good faith faith, (ai) to determine the method and timing for forwarding to Purchaser and settling, for a 90180-day period following the Florida Franchise Closing Date, all direct debits relating to accounts constituting Deposits, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to Purchaser hereunder hereunder, and (bii) to determine the method and timing for forwarding to Seller or Huntington, as applicable, and settling, for a 90180-day period following the Florida Franchise Closing Date, all direct debits relating to deposit accounts of Seller that are not Deposits, but which transactions are nonetheless routed to Purchaser as a result of the transfer to Purchaser of the routing and transit numbers or for any reasonother reasons, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to Purchaser that relate to deposit accounts of Seller or Huntington that are not Deposits.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Floridafirst Bancorp Inc)

Direct Debit. As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), and after the provision of the notice provided in to depositors contemplated by Section 4.2(a)4.2, Purchaser will send appropriate notice to all customers having accounts constituting Assumed Deposits the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning transfer of customer direct debit authorizations from Seller to Purchaser. Seller shall cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form reasonably agreed to by the parties acting in good faith. In connection with the their respective obligations under Section 4.1, Purchaser and Seller shall cooperate in good faith (a) to determine the method and timing for forwarding to Purchaser and settling, for a 90-day period following the Closing Date, settling all direct debits relating to accounts constituting Assumed Deposits, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to Purchaser hereunder and (b) to determine the method and timing for forwarding to Seller and settling, for a 90-day period following the Closing Date, settling all direct debits relating to deposit accounts of Seller that are not Assumed Deposits, but which transactions are nonetheless routed to Purchaser as a result of the transfer to Purchaser of the routing and transit numbers or for any reasonother reasons, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to Purchaser that relate to deposit accounts of Seller that are not Deposits.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bryn Mawr Bank Corp)

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Direct Debit. As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), and after the notice provided in Section 4.2(a), Purchaser will send appropriate notice to all customers having accounts constituting Deposits the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning transfer of customer direct debit authorizations from Seller Sellers to Purchaser. Seller Sellers shall cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form agreed to by the parties acting in good faith. In connection with the obligations under Section 4.1, Purchaser and Seller Sellers shall cooperate in good faith (ai) to determine the method and timing for forwarding to Purchaser and settling, for a 90180-day period following the Closing Date, all direct debits relating to accounts constituting Deposits, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to Purchaser hereunder and (bii) to determine the method and timing for forwarding to Seller Sellers and settling, for a 90180-day period following the Closing Date, all direct debits relating to deposit accounts of Seller Sellers that are not Deposits, but which transactions are nonetheless routed to Purchaser as a result of the transfer to Purchaser of the routing and transit numbers or for any reasonother reasons, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to Purchaser that relate to deposit accounts of Seller Sellers that are not Deposits.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Huntington Bancshares Inc/Md)

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