Transfer of Customer Accounts. All customer accounts of LBI (other than customer who are Affiliates of LBI) shall be transferred to Purchaser. In connection therewith, Purchaser shall receive (i) for the account of the customer, any and all property of any customer, including any held by or on behalf of LBI to secure the obligations of any customer, whose account(s) are being transferred to Purchaser as part of the Business and (ii) to the extent permitted by applicable law, and as soon as practicable after the Closing, $769 million of securities, as held by or on behalf of LBI on the date hereof pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934, as amended, or securities of substantially the same nature and value. Liabilities arising under Seller’s arrangements with DTC and its affiliated clearing organizations shall be Excluded Liabilities.
Transfer of Customer Accounts. In consideration for the sale of the Shares and in connection with the termination of the PERS Agreement, the Company hereby transfers the Customer Accounts (as defined in the PERS Agreement) and any uncollected accounts receivable relating to such Customer Accounts to Seller. Seller acknowledges and agrees that the Company (a) is making no representation, warranty or covenant regarding the Customer Accounts or such accounts receivable or the status or collectability of any such accounts receivable or any other amounts owed under the Customer Accounts, (b) shall have no liability to Seller or otherwise in the event of non-payment, underpayment, or late payment of any such accounts receivable or any other amounts owed under the Customer Accounts, and (c) shall have no further rights or obligations under or with respect to such Customer Accounts, such accounts receivable, or any other amounts owed under the Customer Accounts. Further, Seller acknowledges and agrees that (y) Seller has no right, title or interest in or to any amounts 4820-4970-2750.11 collected by the Company prior to the date of this Agreement with respect to or under such Customer Accounts, accounts receivable, or otherwise, and (z) no amounts previously collected by the Company will be remitted to Seller.
Transfer of Customer Accounts. 2.2.1 In the event Legacy has determined that a bulk transfer of Accounts would be permitted by NASD Rules, and Legacy and Multi-Financial elect to transfer Accounts in bulk from Legacy to Multi-Financial, then as soon as possible after the Closing Date, Legacy and Multi-Financial shall in cooperation with each other and with each party’s respective clearing agent prepare a form of Negative Response Letter ("Negative Response Letter"). In the event that Legacy and Multi-Financial elect to transfer Accounts on an account-by-account basis via ACAT transfer, Legacy will obtain any necessary Customer consent to transfer the Accounts to and share information with Multi-Financial as necessary to facilitate this process. In either case, the Negative Response Letter shall comply with all applicable NASD Rules and shall inform Customers of the method in which their Accounts are being transferred to Multi-Financial. The parties acknowledge that as of the Closing Date, Multi-Financial will begin communicating with Legacy’s clearing agent as appropriate, and Legacy shall instruct its clearing agent to cooperate with Multi-Financial and Pershing, LLC, the clearing firm for Multi-Financial (“Pershing”) regarding the Transferred Representatives, the Accounts and the Customers.
Transfer of Customer Accounts. (1) Immediately upon the execution of this Agreement, the parties shall use their best efforts to establish a clearing agreement with Spear Leeds Xxxxxxx, Inc. ("SLK") with Buyer as introducing broker. The parties shall also use their best efforts to obtain SLK's consent and/or cooperation to transfer the Customer Accounts from Seller to Buyer by means of a "Tape- to-Tape" procedure for electronic transfer in bulk as of a certain date.
Transfer of Customer Accounts. The Buyer agrees it will not impose any charge or seek reimbursement of any expenses from any customers that request to be transferred from the Buyer to another firm for a period of three months following the transfer to the Buyer of the accounts.
Transfer of Customer Accounts. Seller shall electronically transfer to Buyer the client accounts of the non-objecting clients of the Employees. Following receipt of regulatory approval of the NASD, or at such earlier time as Seller and Buyer may agree, Seller and Buyer shall take such action as may be required to initiate the electronic, negative transfer of such client accounts, including without limitation, sending notice to such clients.
