Inclearing Items. Not later than the opening of business on the day following the Closing Date, Seller shall advise the Federal Reserve Bank of Ohio that the account numbers associated with the Branches should be reassigned to Purchaser and shall further provide such other information necessary to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relating to the Deposits (collectively referred to herein as the "Paper Items"). Purchaser shall bear all charges and costs imposed by the Federal Reserve in connection with reassignment of account number ranges for sorting the Paper Items. For a period of one hundred (180) days following the Closing Date (the "Inclearing Period"), in the event the Federal Reserve fails or refuses to direct sort such Paper Items for delivery to Purchaser with the result that such Paper Items are presented to Seller, Seller shall continue to process checks or drafts drawn on deposit accounts included within the Deposits that are not intercepted by the Federal Reserve. During the Inclearing Period, Seller shall by 3:00 p.m. Eastern Time transmit by facsimile or electronic transmission a list of each inclearing item equal to or greater than $2,500 setting forth the amount and the Seller account number of each item received by 12:00 p.m. by Seller for payment that day. Items received for processing after 12:00 p.m. will be listed separately and provided no later than 9:00 a.m. on the next business day. By 6:00 p.m. Eastern Time on each Business Day during the Inclearing Period, Seller shall make available to Purchaser all inclearing items received for payment on the prior Business Day. By 2:00 p.m. Eastern Time on the day following the receipt of the inclearing items, Purchaser shall reimburse Seller for the amount of the checks presented by wire transfer of immediately available funds. Upon expiration of the Inclearing Period, Seller shall cease honoring inclearing items presented against deposit accounts included within the Deposits and such items shall be returned marked "Refer to Maker."
Appears in 1 contract
Sources: Purchase of Assets and Liability Assumption Agreement (Ohio State Bancshares Inc)
Inclearing Items. Not later than As of the opening of business on the day following the Closing Date, Seller shall advise the Federal Reserve Bank of Ohio Cleveland that the account numbers number ranges of the routing transit number associated with the Branches should be reassigned to Purchaser and shall further provide such other the information necessary in order to expedite the clearing and sorting of all checks, drafts, drafts instruments and other commercial paper relating relative to the Deposits (hereinafter collectively referred to herein as the "“Paper Items"”). Purchaser shall bear all charges and costs imposed by the Federal Reserve in connection with reassignment of account number ranges for sorting the Paper Items. For a period of one hundred (180) days following the Closing Date (the "Inclearing Period"), in In the event the Federal Reserve fails or refuses to direct sort such Paper Items for delivery to Purchaser with the result that such Paper Items are presented to Seller, for a period of sixty (60) days following the Closing Date (the “Inclearing Period”), Seller shall continue to process and pay checks or drafts drawn on deposit accounts included within the Deposits that which are not intercepted by the Federal ReserveFRB. During By 8:00 p.m. Eastern Time of every banking day during the Inclearing Period, Seller shall by 3:00 p.m. Eastern Time transmit by facsimile or electronic transmission a list of each inclearing item equal to or greater than $2,500 items, setting forth the amount and the Seller account number of each item received by 12:00 p.m. by Seller for payment that day. Items Seller shall not perform any verification of items received which are written for processing after 12:00 p.m. will amounts of less than $10,000.00; however, Seller shall review items written for amounts of $10,000.00 or above and contact Purchaser to determine that the items are properly payable and to verify that the maker’s signature matches that of the account holder of record as of the Closing Date. Seller shall return all of the foregoing items it determines not to be listed separately and provided no properly payable or for which it is unable to verify the signatures. No later than 9:00 a.m. on the next business day. By 6:00 1:00 p.m. Eastern Time on each Business Day during the Inclearing Period, Seller shall make available to Purchaser all inclearing items received for payment on the prior Business Day. By 2:00 p.m. Eastern Time on the day following the receipt of the inclearing itemsnext banking day after the list is received, Purchaser shall reimburse transmit by facsimile or e-mail a list to Seller of those items which are not to be paid, which Seller shall return unpaid, for the amount of the checks presented reason noted by wire transfer of immediately available fundsPurchaser. Seller shall be held harmless and indemnified by Purchaser for acting in accordance with such instructions from Purchaser. Upon expiration of the Inclearing Period, Seller shall cease honoring inclearing items presented against deposit accounts included within the Deposits and such items shall be returned marked "“Refer to Maker."” Magnetic tape or other written media will utilize the most recent account number designated by Seller for each of the Deposit Accounts. Seller and Purchaser shall settle amounts due under this Section 8.04(a) by wire transfer.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Nb&t Financial Group Inc)
Inclearing Items. Not later than As of the opening of business on the day following the Closing Date, Seller shall will advise the Federal Reserve Bank of Ohio Cleveland (the “Federal Reserve”) that the account numbers number ranges of the routing transit number associated with the Branches should be reassigned to Purchaser and shall will further provide such other the information necessary in order to expedite the clearing and sorting of all checks, drafts, drafts instruments and other commercial paper relating relative to the Deposits Deposit Liabilities and/or the Acquired Loans (hereinafter collectively referred to herein as the "“Paper Items"”). Purchaser shall will bear all charges and costs imposed by the Federal Reserve in connection with reassignment of account number ranges for sorting the Paper Items. For a period of one hundred (180) days following the Closing Date (the "Inclearing Period"), in In the event the Federal Reserve fails or refuses to direct sort such Paper Items for delivery to Purchaser with the result that such Paper Items are presented to Seller, Seller shall continue to process checks or drafts drawn on deposit accounts included within for a period of sixty (60) days following the Deposits that are not intercepted Closing Date (the “Inclearing Period”), by the Federal Reserve. During 5:00 p.m. Eastern Time of every banking day during the Inclearing Period, Seller shall by 3:00 p.m. Eastern Time will transmit by facsimile or electronic transmission to Purchaser a list of each inclearing item equal to or greater than $2,500 items, setting forth the amount and the Seller account number of each item received by 12:00 p.m. by Seller for payment that day. Items received for processing after 12:00 p.m. Seller will deliver such information to Purchaser in the form of an X9 file or, if such format is not reasonably practicable, in paper form via courier, the costs and expenses of which will be listed separately and provided no later than 9:00 a.m. on the next business day. By 6:00 p.m. Eastern Time on each Business Day during the Inclearing Period, paid by Seller shall make available but promptly reimbursed to Purchaser all inclearing items received for payment on the prior Business Day. By 2:00 p.m. Eastern Time on the day following the receipt of the inclearing items, Purchaser shall reimburse Seller for the amount of the checks presented by wire transfer of immediately available fundsPurchaser. Upon expiration of the Inclearing Period, Seller shall will cease honoring inclearing forwarding to Purchaser items presented against deposit accounts included within the Deposits Deposit Liabilities and such items shall will be returned marked "“Refer to Maker."” Magnetic tape or other written media will utilize the most recent account number designated by Seller for each of the Deposit Accounts. Seller and Purchaser will settle amounts due under this Section 8.04(a) by wire transfer.
Appears in 1 contract
Sources: Branch Purchase and Assumption Agreement (Consumers Bancorp Inc /Oh/)