Common use of Transitional Matters Clause in Contracts

Transitional Matters. (a) During the ninety (90) day period following the Closing Date, the BANK shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the BANK by mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by SELLER, and in all other respects, to discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose deposits are assumed by the BANK. (b) If any of the depositors of the Deposit Liabilities, instead of accepting the obligations of the BANK to pay the Deposit Liabilities, shall demand payment from SELLER for all or any part of any of the Deposit Liabilities, SELLER may make such payment. If any of such depositors draws a check, has or makes an automated clearinghouse generated debit with respect to his or her account, makes an ATM withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, assumed from SELLER, which is presented or charged to SELLER within thirty (30) days after the Closing Date, SELLER may pay the same and the BANK will reimburse SELLER for any such payment or charges provided there are sufficient funds in the depositor's account. The BANK and SELLER shall settle within twenty-four (24) hours any such deposits PAID by SELLER and any checks, drafts or orders of withdrawal presented by SELLER to the BANK so long as presentment is made by 3:00 p.m. on the day of presentment of such item by the depositor whose account is being assumed by the BANK. In order to reduce the continuing charges to SELLER through the check clearing system of the banking industry which will result from check forms of SELLER being used after the Closing Date by the depositors whose accounts are assumed, the BANK agrees, at its sole cost and expense, and without charge to such depositors, to notify such depositors, as soon as practicable after the Closing Date, of the BANK'S assumption of the Deposit Liabilities and to furnish each depositor with checks on the forms of the BANK, and with instructions to utilize the BANK'S checks and to destroy unused checks of SELLER. (c) For a period of thirty (30) days after the Closing Date, SELLER (within thirty (30) hours of receipt thereof) shall deliver to the BANK a detailed list of checks presented to SELLER for payment which are drawn on accounts which are included in the Deposit Liabilities. Within forty-eight (48) hours, SELLER shall deliver to the BANK the checks detailed on such lists. The BANK will reimburse SELLER for its expenses reasonably incurred in the performance hereof. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any action with respect to such checks. (d) Any direct deposits by or for the benefit of a depositor having an account included in the Deposit Liabilities received by SELLER shall be delivered to the BANK by the date which such deposit is required to be credited to the customer's account. A wire transfer of the deposited funds shall be acceptable for purposes of this subsection. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such direct deposits. (e) For a period of thirty (30) days after the Closing Date, any payments on the account of the Purchased Loans received by SELLER shall be delivered to the BANK within forty-eight (48) hours of SELLER'S receipt, provided that this shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such loan payments. (f) If at the Effective Time there exists a negative balance in a deposit account, that account will be transferred to the BANK and that negative balance will be netted against other positive balances in aggregating total Deposit Liabilities for all transferred accounts. If on or before the twentieth (20th) business day following the Closing Date the customer has not deposited sufficient money to cover that negative balance, then upon the BANK'S request, SELLER shall reimburse the BANK for that amount (to be effected as part of the Adjustment Payment contemplated in Section 2.9 below) in exchange for the BANK'S assignment to SELLER of the BANK'S claim against the customer. SELLER'S reimbursement shall be limited to the amount of the negative balance in the account at the Effective Time, less any deposits to the account after the Effective Time and prior to the twentieth (20th) day following the Closing Date.

Transitional Matters. (a) During the ninety (90) day period following Following the Closing Date, the BANK CIB shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the BANK by mail, over the counter through the check clearing system of the banking industry, by depositors holders of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by SELLERPNB presented to CIB by mail, over the counter or through the check clearing system of the banking industry, and in all other respects, to discharge, in the usual normal course of the banking business, the duties and obligations of SELLER PNB with respect to the balances due and owing to the depositors whose deposits are assumed by the BANKDeposit Liabilities. (b) If any For a period of the depositors of the Deposit Liabilities, instead of accepting the obligations of the BANK to pay the Deposit Liabilities, shall demand payment from SELLER for all or any part of any of the Deposit Liabilities, SELLER may make such payment. If any of such depositors draws a check, has or makes an automated clearinghouse generated debit with respect to his or her account, makes an ATM withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, assumed from SELLER, which is presented or charged to SELLER within thirty one hundred twenty (30120) days after the Closing Date, SELLER may PNB shall continue to pay the same and the BANK will reimburse SELLER for any such payment or charges provided there are sufficient funds in the depositor's account. The BANK and SELLER shall settle within twenty-four (24) hours any such deposits PAID by SELLER and any all checks, drafts or orders of withdrawal presented by SELLER to the BANK so long as presentment is made by 3:00 p.m. automated clearing house debits and credits, ATM deposits and withdrawals and all other items drawn on the day of presentment Deposit Liabilities which have been charged to PNB through the Federal Reserve or any other clearing system (collectively, the "Items") provided that CIB pays to PNB the net amount of such item Items (the "Item Payment") via wire transfer by no later than 2:30 P.M. on the depositor whose account is being assumed next business day following the date that PNB notifies CIB of such Items via facsimile transmittal (the "Item Notice"). Additionally, during such one hundred twenty (120) day period, PNB shall deliver to CIB at the CIB Facility located in Toledo, Illinois, the Items prior to 5:00 P.M. on the date received. CIB shall reimburse PNB for out-of-pocket expenses reasonably incurred by the BANK. PNB in performing this Obligation. (c) In order to reduce the continuing charges to SELLER PNB through the check clearing system Check Clearing System of the banking industry which will result from check forms of SELLER CIB being used after the Closing Transfer Date by holders of the depositors whose accounts are assumedDeposit Liabilities, the BANK CIB agrees, at its sole cost and expense, expense and without charge to such depositorsthe holders of the Deposit Liabilities, to notify such depositorsholders, as soon as practicable within ten (10) calendar days after the Closing Transfer Date, of the BANK'S CIB's assumption of the Deposit Liabilities and to furnish each such depositor with checks on the forms of the BANK, PNB and with instructions to utilize the BANK'S CIB's checks and to destroy unused checks of SELLER. (c) For a period of thirty (30) days after the Closing Date, SELLER (within thirty (30) hours of receipt thereof) shall deliver to the BANK a detailed list of checks presented to SELLER for payment which are drawn on accounts which are included in the Deposit Liabilities. Within forty-eight (48) hours, SELLER shall deliver to the BANK the checks detailed on such lists. The BANK will reimburse SELLER for its expenses reasonably incurred in the performance hereof. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any action with respect to such checksPNB. (d) Any direct deposits CIB and PNB shall use their best efforts to transfer all ACH arrangements to CIB as soon as possible following the Effective Time. CIB shall continue such ACH arrangements and such recurring debit arrangements as are originated and administered by third parties and for which CIB need act only as processor; CIB shall have no obligation to continue any such arrangements that were originated and administered by PNB and PNB shall terminate such arrangements on or for the benefit of a depositor having an account included in the Deposit Liabilities received by SELLER shall be delivered prior to the BANK by the date which such deposit is required to be credited to the customer's account. A wire transfer of the deposited funds shall be acceptable for purposes of this subsection. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such direct depositsClosing Date. (e) For Each party shall at all times act diligently, in good faith and in a period of thirty (30) days after commercially reasonable manner in processing the Closing Date, aforesaid drafts and shall perform any payments on acts reasonably necessary to complete the account transfer of the Purchased Loans received by SELLER shall be delivered to the BANK within forty-eight (48) hours of SELLER'S receipt, provided that this shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such loan paymentsDeposit Liabilities. (f) If at the Effective Time there exists a negative balance in a deposit account, that account will be transferred to the BANK and that negative balance will be netted against other positive balances in aggregating total Deposit Liabilities for all transferred accounts. If on or before the twentieth (20th) business day following the Closing Date the customer has not deposited sufficient money to cover that negative balance, then upon the BANK'S request, SELLER shall reimburse the BANK for that amount (to be effected as part of the Adjustment Payment contemplated in Section 2.9 below) in exchange for the BANK'S assignment to SELLER of the BANK'S claim against the customer. SELLER'S reimbursement shall be limited to the amount of the negative balance in the account at the Effective Time, less any deposits to the account after the Effective Time and prior to the twentieth (20th) day following the Closing Date.

Transitional Matters. (a) During the ninety (90) day period following the Closing Date, the BANK Bank shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the BANK Bank by mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by SELLERSeller, and in all other respects, to discharge, in the usual course of the banking business, the duties and obligations of SELLER Seller with respect to the balances due and owing to the depositors whose deposits are assumed by the BANKBank. (b) If any of the depositors of the Deposit Liabilities, instead of accepting the obligations of the BANK Bank to pay the Deposit Liabilities, shall demand payment from SELLER Seller for all or any part of any of the Deposit Liabilities, SELLER Seller may make such payment. If any of such depositors draws a check, has or makes an automated clearinghouse generated debit or credit with respect to his or her account, makes an ATM deposit or withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, assumed from SELLERSeller, which is presented or charged to SELLER Seller within thirty ninety (3090) days after the Closing Date, SELLER Seller may pay the same and the BANK Bank will reimburse SELLER Seller for any such payment or charges provided there are sufficient funds in the depositor's ’s account. The BANK Bank and SELLER Seller shall settle within twenty-four (24) hours any such deposits PAID received by SELLER Seller and any checks, drafts or orders of withdrawal presented by SELLER Seller to the BANK Bank so long as presentment is made by 3:00 p.m. on the day of presentment of such item by the depositor whose account is being assumed by the BANKBank. In order to reduce the continuing charges to SELLER Seller through the check clearing system of the banking industry which will result from check forms of SELLER Seller being used after the Closing Date by the depositors whose accounts are assumed, the BANK Bank agrees, at its sole cost and expense, and without charge to such depositors, to notify such depositors, as soon as practicable after the Closing Date, of the BANK'S Bank’s assumption of the Deposit Liabilities and to furnish each depositor with checks on the forms of the BANKBank, and with instructions to utilize the BANK'S Bank’s checks and to destroy unused checks of SELLERSeller. (c) For a period of thirty (30) days after the Closing Date, SELLER Seller shall (within thirty (30) hours of receipt thereof) shall deliver to the BANK a detailed list of Bank checks presented to SELLER Seller for payment which are drawn on accounts which are included in the Deposit Liabilities. Within forty-eight (48) hours, SELLER shall deliver to the BANK the checks detailed on such lists. The BANK Bank will reimburse SELLER Seller for its expenses reasonably incurred in the performance hereof. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any action with respect to such checks. (d) Any direct deposits by or for the benefit of a depositor having an account included in the Deposit Liabilities received by SELLER shall be delivered to the BANK by the date which such deposit is required to be credited to the customer's account. A wire transfer of the deposited funds shall be acceptable for purposes of this subsection. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such direct deposits. (e) For a period of thirty (30) days after the Closing Date, any payments on the account of the Purchased Loans received by SELLER shall be delivered to the BANK within forty-eight (48) hours of SELLER'S receipt, provided that this shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such loan payments. (f) If at the Effective Time there exists a negative balance in a deposit account, that account will be transferred to the BANK and that negative balance will be netted against other positive balances in aggregating total Deposit Liabilities for all transferred accounts. If on or before the twentieth (20th) business day following the Closing Date the customer has not deposited sufficient money to cover that negative balance, then upon the BANK'S request, SELLER shall reimburse the BANK for that amount (to be effected as part of the Adjustment Payment contemplated in Section 2.9 below) in exchange for the BANK'S assignment to SELLER of the BANK'S claim against the customer. SELLER'S reimbursement shall be limited to the amount of the negative balance in the account at the Effective Time, less any deposits to the account after the Effective Time and prior to the twentieth (20th) day following the Closing Date.

Transitional Matters. (a) During the ninety (90) day period following the Closing Date, the BANK Bank shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the BANK Bank by mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities ("Depositors") on checks, drafts or withdrawal order forms provided by SELLERSeller, and in all other respects, to discharge, in the usual course of the banking business, the duties and obligations of SELLER Seller with respect to the balances due and owing to the depositors whose deposits are assumed by the BANKDepositors. (b) If any of the depositors of the Deposit LiabilitiesDepositors, instead of accepting the obligations of the BANK Bank to pay the Deposit Liabilities, shall demand payment from SELLER Seller for all or any part of any of the Deposit Liabilities, SELLER Seller may make such payment. If any of such depositors Depositor draws a check, draft or withdrawal order against his or her Deposit, has or makes an automated clearinghouse generated debit or credit with respect to his or her account, Deposit or makes an ATM deposit or withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, assumed from SELLER, which is presented or charged to SELLER Seller within thirty ninety (3090) days after the Closing Date, SELLER Seller may pay the same and the BANK Bank will reimburse SELLER Seller for any such payment or charges provided there are sufficient funds in the depositorDepositor's account. The BANK Bank and SELLER Seller shall settle within twenty-four (24) hours the next Business Day any such deposits PAID Deposits paid by SELLER Seller and any checks, drafts or orders of withdrawal presented by SELLER Seller to the BANK Bank so long as presentment is made by 3:00 p.m. on the day of presentment of such item by the depositor whose account is being assumed by the BANKDepositor. In order to reduce the continuing charges to SELLER Seller through the check clearing system of the banking industry which will result from check forms of SELLER Seller being used after the Closing Date by the depositors whose accounts are assumedDepositors, the BANK Bank agrees, at its sole cost and expense, and without charge to such depositorsDepositors, to notify such depositorsDepositors, as soon as practicable after the Closing Date, of the BANK'S Bank's assumption of the Deposit Liabilities and to furnish each depositor Depositor with checks on the forms of the BANKBank, and with instructions to utilize the BANK'S Bank's checks and to destroy unused checks of SELLERSeller. (c) For a period of thirty ninety (3090) days after the Closing Date, SELLER Seller (within thirty (30) hours of receipt thereof) shall deliver to the BANK Bank a detailed list of checks presented to SELLER Seller for payment which are drawn on accounts which are included in the Deposit Liabilities. Within forty-eight (48) hoursAs soon thereafter as is reasonably practicable, SELLER Seller shall deliver to the BANK Bank the checks detailed on such lists. The BANK Bank will reimburse SELLER Seller for its expenses (other than data processing expenses) reasonably incurred in the performance hereof. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any action with respect to such checks. (d) Any direct deposits As of the Effective Time, (i) all ATM access cards issued by or for Seller to Depositors who will not have ATM-accessible accounts with Seller after the benefit Effective Time and (ii) all check guarantee cards issued by Seller to Depositors who will not have checking accounts with Seller after the Effective Time, if any, will be void. Within fifteen (15) days of a depositor having an account included the date of this Agreement, Seller shall provide the Bank with the data tapes (in the Deposit Liabilities received by SELLER shall be delivered Bank's standard format) reasonably required, prior to the BANK by Closing Date, to accommodate the date processing of ATM cards which such deposit is required to may be credited issued but not activated prior to the customer's account. A wire transfer of the deposited funds shall be acceptable for purposes of this subsection. This subsection shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action with respect to such direct depositsClosing Date. (e) For Seller and the Bank will use their best efforts to transfer all ACH arrangements to the Bank as soon as possible following the Closing Date. Within twenty (20) calendar days of the date of this Agreement, Seller will use its best efforts to deliver to the Bank (i) a period modem transmission (in the Bank's standard format) of thirty all ACH Items and Recurring Debit arrangements as of the date hereof, (30ii) days after copies of all ACH origination forms for social security payments and Recurring Debit arrangements as of the date hereof and (iii) all other records and information necessary for the Bank to service such arrangements. In the event that any ACH arrangements or Recurring Debit arrangements are established between the date hereof and the Closing Date, any payments on Seller shall, as soon as practicable thereafter, provide the account of Bank with the Purchased Loans received by SELLER shall be delivered to the BANK within forty-eight information described in clauses (48i), (ii) hours of SELLER'S receipt, provided that this shall not be deemed to authorize SELLER to act as the BANK'S agent to accept or take any other action and (iii) above with respect to such loan payments. (f) If at new arrangements. The Bank shall continue such ACH arrangements and such Recurring Debit arrangements as are originated and administered by third parties and for which the Effective Time there exists a negative balance in a deposit accountBank need act only as processor; the Bank shall have no obligation to continue any such arrangements that were originated and administered by Seller, that account will be transferred to the BANK and that negative balance will be netted against other positive balances in aggregating total Deposit Liabilities for all transferred accounts. If Seller shall terminate such arrangements on or before the twentieth (20th) business day following the Closing Date the customer has not deposited sufficient money to cover that negative balance, then upon the BANK'S request, SELLER shall reimburse the BANK for that amount (to be effected as part of the Adjustment Payment contemplated in Section 2.9 below) in exchange for the BANK'S assignment to SELLER of the BANK'S claim against the customer. SELLER'S reimbursement shall be limited to the amount of the negative balance in the account at the Effective Time, less any deposits to the account after the Effective Time and prior to the twentieth (20th) day following the Closing Date.