Common use of Assets Sold Clause in Contracts

Assets Sold. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, the following assets, properties and rights (the "Purchased Assets"): (a) all Loans on the Branches' books at Closing at their respective then outstanding principal amounts, together with accrued interest thereon; provided, however, that in the event Purchaser's due diligence review of such Loans reveals that certain of the Loans are undesirable to Purchaser, Purchaser and Seller agree to negotiate a mutually agreeable adjustment to the purchase price for such undesirable Loans; (b) all of the Seller's rights and title to the real property and improvements located thereon owned or leased by the Seller with respect to the Branches, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder; (c) all cash on hand at the Branches at Closing; (d) the furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturer's warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the Branches (exclusive of those items referred to in Section 2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.04, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit 8.04) and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder; (e) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on collateral transferred to the Purchaser with the Loans; (f) any unearned credit life insurance or debt cancellation premiums under the control of the Seller with respect to Loans sold to the Purchaser hereunder; (g) all agreements, contracts, files (written or electronic), ledgers, or other documents relating to any of the foregoing; and (h) all real property categorized on the books of the Branches as "other real estate" at a mutually agreeable price to be negotiated by Seller and Purchaser following the completion of Seller's due diligence review of the Branches.

Assets Sold. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, all of Seller’s right, title and interest in the following assets, properties and rights (the "“Purchased Assets"):”) free and clear of all Liens: (a) all Loans listed on the Branches' books Exhibit 1.01(g) at Closing at their respective then outstanding principal amounts, together with accrued interest thereon; provided, however, that in the event Purchaser's due diligence review of such Loans reveals that certain of the Loans are undesirable to Purchaser, Purchaser and Seller agree to negotiate a mutually agreeable adjustment to the purchase price for such undesirable Loans; (b) all of the Seller's ’s rights and title to the real property and improvements located thereon set forth on Exhibit 8.03, whether owned or leased by the Seller with respect to the Branches, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder“Real Property”); (c) all cash on hand at the Branches Branch at Closing; (d) the all furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturer's ’s warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the Branches Branch (exclusive of those items referred to in Section 2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.048.04 (“Furniture, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit 8.04) Fixtures and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunderEquipment”); (e) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on Loans or collateral transferred to the Purchaser with the Loans, and any payment received by Seller before the Closing prorated based on the term of the Loan, and after Closing with respect to such insurance; (f) any unearned credit life insurance or debt cancellation premiums under the control of the Seller all pre-paid expenses with respect to Loans sold to the Purchaser hereunder;Branch; and (g) all agreements, contracts, instruments, files (written or electronic), credit analysis and reports, ledgers, or other documents relating to any of the foregoing; and (h) all real property categorized on the books , including without limitation original executed copies of the Branches as "other real estate" at a mutually agreeable price to be negotiated by Seller promissory notes, loan agreements and Purchaser following the completion collateral documents for each Loan and employment records for Seller’s employees who become employees of Seller's due diligence review of the BranchesPurchaser.

Assets Sold. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, all of Seller’s right, title and interest in the following assets, properties and rights (the "“Purchased Assets"):”) free and clear of all Liens: (a) all Loans listed on the Branches' books Exhibit 1.01(f) at Closing at their respective then outstanding principal amounts, together with accrued interest thereon; provided, however, that in the event Purchaser's due diligence review of such Loans reveals that certain of the Loans are undesirable to Purchaser, Purchaser and Seller agree to negotiate a mutually agreeable adjustment to the purchase price for such undesirable Loans; (b) all of the Seller's ’s rights and title to the real property and improvements located thereon set forth on Exhibit 8.03, whether owned or leased by the Seller with respect to the BranchesSeller, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder, to the extent assignable (“Real Property”); (c) all cash on hand at the Branches Branch at Closing; (d) the all furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturer's ’s warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the Branches Branch (exclusive of those items referred to in Section 2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.04, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit 8.04) and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunderthereunder (“Furniture, Fixtures and Equipment”); (e) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on Loans or collateral transferred to the Purchaser with the Loans, and any payment received by Seller before the Closing prorated based on the term of the Loan, and after Closing with respect to such insurance; (f) any unearned credit life insurance or debt cancellation premiums under the control of the Seller all pre-paid expenses with respect to Loans sold to the Purchaser hereunder;Branch; and (g) all agreements, contracts, instruments, files (written or electronic), credit analysis and reports, ledgers, or other documents relating to any of the foregoing; and (h) all real property categorized on the books , including without limitation original executed copies of the Branches as "other real estate" at a mutually agreeable price to be negotiated by Seller promissory notes, loan agreements and Purchaser following the completion collateral documents for each Loan and employment records for Seller’s employees who become employees of Seller's due diligence review of the BranchesPurchaser.

Assets Sold. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, all of Seller's right, title and interest in the following assets, properties and rights (the "Purchased Assets"):) free and clear of all Liens: (a) all Loans properly booked on the Branches' books and records at Closing at their respective then outstanding principal amounts, together with accrued interest thereon; provided, howeverincluding the following: (1) Loans in which the collateral securing same has been repossessed or in which collection efforts have been instituted or, that in the event Purchaser's due diligence review of such Loans reveals that certain of the Loans are undesirable to Purchaser, Purchaser claim and Seller agree to negotiate a mutually agreeable adjustment to the purchase price for such undesirable Loansdelivery or foreclosure proceedings have been commenced); (2) Loans 30 days or more past due, including nonaccrual status; (3) Loans upon which insurance has been force-placed; (4) Loans in connection with which the borrower has filed a petition for relief or is the subject of a proceeding under the United States Bankruptcy Code prior to the Closing Date; (5) Loans that do not meet the credit standards of the Purchaser; (6) Loans otherwise identified by Purchaser as uncollectible; and (7) Loans classified or classifiable as special, uncertain, substantial or loss. All Loans that fit the criteria of (1) - (7) above shall hereinafter be referred to as "Discounted Loans" and shall be purchased by the Purchaser at mutually agreed amounts to be shown as Exhibit 220 2.01 (a)(1), which amounts shall appropriately reflect the risks, collectibility or realization and costs of collection and realization. All other Loans to be purchased shall be purchased at the value thereof shown on Seller's books (the "Regular Loans"). Purchaser shall not be required to take any Loans which are to any employee of the Seller (other than to employees of the Branches) nor any Loans to any affiliates of Seller or its related entities. (b) all overdraft lines of credit related to deposit accounts of Seller or overdrawn deposit accounts of Seller that are 60 or more days past due or otherwise charged off by Seller ("Overdue Lines of Credit"); (c) all of the Seller's rights and title to the real property and improvements located thereon set forth on Exhibit 8.03, whether owned or leased by the Seller with respect to the BranchesSeller, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder, to the extent assignable ("Real Property"); (cd) all cash on hand at the Branches at Closing; (de) the all furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturer's warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the Branches (exclusive of those items referred to in Section 2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.04, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit 8.04) and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunderthereunder ("Furniture, Fixtures and Equipment"); (ef) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on Loans or collateral transferred to the Purchaser with the Loans, and any payment received by Seller before the Closing prorated based on the term of the Loan, and after Closing with respect to such insurance; (fg) any all unearned credit life insurance or debt cancellation premiums under the control of the Seller with respect to Loans sold to the Purchaser hereunder; (gh) all agreements, contracts, instruments, files (written or electronic), credit analysis and reports, ledgers, or other documents relating to any of the foregoing; and (hi) all real property categorized on the books of the Branches as "other real estate" and set forth on Exhibit 2.01(i) hereto (the "Other Real Estate") at a the mutually agreeable price to be negotiated by Seller and Purchaser following the completion agreed upon prices set forth opposite each item of Seller's due diligence review of the BranchesOther Real Estate on Exhibit 2.01(i).