Common use of Payment of Checks, Drafts and Orders Clause in Contracts

Payment of Checks, Drafts and Orders. After the Effective Time, Buyer agrees (a) to pay, in accordance with applicable law, the Deposit Agreements and customary banking practice, all checks, drafts and withdrawal orders properly drawn by Depositors and properly presented to Buyer, whether drawn on the checks, withdrawal or draft forms provided by Seller or by Buyer, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by Buyer under this Agreement are sufficient to permit the payment thereof, and (b) in all other respects to discharge, in accordance with applicable law, the Depository Agreements and customary banking practice in the usual course of its banking business, all duties and obligations of Seller with respect to the balances due and owing to the Depositors. If, after the Effective Time, any of the Depositors demand payment from Seller for all or any part of any Deposit, Seller will not be liable or responsible for making such payment. As of the Closing Date, Buyer will become the “holder in due course,” as that term is defined in Tex. Bux. & Com. Code § 3.302, of all the Deposits that Buyer assumes under this Agreement. Buyer will be responsible for the escheat of any property for which it becomes the holder and that becomes abandoned during the calendar year in which the Closing occurs. For a period not to exceed ninety (90) days following the Closing, to the extent not otherwise addressed by this Agreement, the parties agree to use commercially reasonable efforts to settle (and apply appropriate credit to the other party) all deposit transactions, drafts, clearing items, return items and other items or payments received in connection with the Assets transferred or the Assumed Liabilities.

Payment of Checks, Drafts and Orders. After the Effective Time, Buyer agrees (a) to pay, in accordance with applicable law, the Deposit Agreements and customary banking practice, all checks, drafts and withdrawal orders properly drawn by Depositors and properly presented to Buyer, whether drawn on the checks, withdrawal or draft forms provided by Seller or by Buyer, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by Buyer under this Agreement are sufficient to permit the payment thereof, and (b) in all other respects to discharge, in accordance with applicable law, the Depository Agreements and customary banking practice in the usual course of its banking business, all duties and obligations of Seller with respect to the balances due and owing to the Depositors. If, after the Effective Time, any of the Depositors demand payment from Seller for all or any part of any Deposit, Seller will not be liable or responsible for making such payment. As of the Closing Date, Buyer will become the “holder in due course,” as that term is defined in Tex. Bux. & Com. Code § 3.302, of all the Deposits that Buyer assumes under this Agreement. Buyer will be responsible for the escheat of any property for which it becomes the holder and that becomes abandoned during the calendar year in which the Closing occurs. For a period not to exceed ninety (90) days following the Closing, to the extent not otherwise addressed by this Agreement, the parties agree to use commercially reasonable efforts to settle (and apply appropriate credit to the other party) all deposit transactions, drafts, clearing items, return items and other items or payments received in connection with the Assets transferred or the Assumed Liabilities.