Common use of Payroll Accounts Clause in Contracts

Payroll Accounts. (a) During the Interim Period, FAREISI shall cause each FAFCO Member to retain its payroll bank accounts in existence on the date hereof. FAREISI shall cause the FAFCO Members to (with respect to the FAREISI Business) issue paychecks and make direct payroll deposits from this account for the period from the Closing Date through the end of the last payroll period ending prior to the Effective Time. All payroll liabilities of the FAREISI Business for Hired Employees accrued after such time will be transferred to NEWCO at the Effective Time. (b) In the event that NEWCO does not have a payroll system or payroll bank account in place by the Effective Time, FAREISI shall cause each FAFCO Member to assist NEWCO in processing NEWCO's payroll related to the FAREISI Business subsequent to the Effective Time, as follows: Prior to the Effective Time, those FAFCO Members which need to do so will open a new payroll bank account ("NEWCO's FAREISI Payroll Bank Account") to process NEWCO payroll relating to the FAREISI Business. Each FAFCO Member shall continue to process such payroll after the Effective Time and shall be entitled to be reimbursed for its direct costs incurred in connection therewith. These payments will be issued from NEWCO's FAREISI Payroll Bank Account. This bank account will not be run as a controlled disbursement account. No FAFCO Member will fund this account. NEWCO must deposit funds into the account for payroll taxes paid and net payroll one day before each pay day. There will be no interest credited to this account. All bank costs, expenses, fees and earnings credits relating to the opening and operation of NEWCO's FAREISI Payroll Bank Account will be the responsibility of NEWCO and will be charged directly to such account. (c) By the Bank Account Cut-off Date, NEWCO will have completed all necessary actions to transfer the ownership of NEWCO's FAREISI Payroll Bank Account to NEWCO. Regardless of whether the transfer of ownership of NEWCO's FAREISI Payroll Bank Account to NEWCO has been completed by the Bank Account Cut-off Date, FAREISI will cause the FAFCO Members to cease issuing checks and making payments from this account as of the end of the Bank Account Cut-Off Date.

Payroll Accounts. (a) During the Interim Period, FAREISI EXPERIAN shall cause each FAFCO Member to retain its the payroll bank accounts in existence on account maintained by EXPERIAN with Bank of America as of the date hereofClosing Date. FAREISI shall cause the FAFCO Members to EXPERIAN will (with respect to the FAREISI RES Business) issue paychecks and make direct payroll deposits from this account for the period from the Closing Date through the end of the last payroll period ending prior to the Effective Time. All payroll liabilities of the FAREISI RES Business for Hired Employees accrued after such time will be transferred to NEWCO at the Effective Time. (b) In the event It is anticipated that NEWCO does will not have a payroll system or payroll bank account in place by the Effective Time. In such event, FAREISI shall cause each FAFCO Member to EXPERIAN will assist NEWCO in processing NEWCO's payroll related to the FAREISI RES Business subsequent to the Effective Time, as follows: Prior to the Effective Time, those FAFCO Members which need to do so EXPERIAN will open a new payroll bank account ("NEWCOEXPERIAN's FAREISI NEWCO Payroll Bank Account") to process NEWCO payroll relating to the FAREISI RES Business. Each FAFCO Member shall EXPERIAN will continue to process such payroll after the Effective Time and shall be entitled for a fee to be reimbursed for its direct costs incurred in connection therewithagreed by the parties prior to the Effective Time. These payments will be issued from NEWCOEXPERIAN's FAREISI NEWCO Payroll Bank Account. This bank account will not be run as a controlled disbursement account. No FAFCO Member , and EXPERIAN will not fund this account. NEWCO must deposit funds into the account for payroll taxes paid and net payroll one day before each pay day. There will be no interest credited to this account. All bank costs, costs and expenses, fees and earnings credits credits, relating to the opening and operation of NEWCOEXPERIAN's FAREISI NEWCO Payroll Bank Account will be the responsibility of NEWCO and will be charged directly to such the account. (c) By the Bank Account Cut-off Date, NEWCO will have completed all necessary actions to transfer the ownership of NEWCOEXPERIAN's FAREISI NEWCO Payroll Bank Account to NEWCO. Regardless of whether the transfer of ownership of NEWCOEXPERIAN's FAREISI NEWCO Payroll Bank Account to NEWCO has been completed by the Bank Account Cut-off Date, FAREISI EXPERIAN will cause the FAFCO Members to cease issuing checks and making payments from this account as of the end of the Bank Account Cut-Off Date.