Designated Portfolio Sample Clauses

Designated Portfolio. Immediately prior to the Closing, Seller, or -------------------- another entity designated by Seller, shall purchase for cash from the Bank, at gross book value (plus accrued but unpaid interest), less applicable reserves ("net book value"), a portfolio of loans identified on Schedule A hereto (the -------------- "Schedule A Loans"), or other loans of the Bank from Schedule B hereto (the ---------------- "Schedule B Loans") as provided for herein, but shall in no event ---------------- include the loans specified in Section 4.15. The following procedures shall apply to this required purchase: (a) If the gross book value of the Schedule A Loans on the Closing Date is greater than $40,000,000, the Seller or its designee shall purchase the Schedule A loans at their net book value; or (b) If the gross book value of the Schedule A Loans on the Closing Date is less than $40,000,000, Seller or its designee shall purchase the Schedule A Loans at their net book value (plus accrued but unpaid interest), and shall also purchase from the Bank at their net book value (plus accrued but unpaid interest) Schedule B Loans in an amount such that the aggregate gross book value of the Schedule A Loans and Schedule B Loans purchased equals approximately, but does not exceed, $40,000,000; provided, -------- however, that the total number of lending relationships (as opposed to ------- loans) represented by the Schedule A Loans and the Schedule B Loans purchased shall not exceed fifteen relationships. (c) If any Schedule A Loan is sold prior to the Closing, as part of the bulk sale currently contemplated by Bank and described in the Disclosure Schedule or in an individual sale of the loans described in the Disclosure Schedule, CNB may require Bank to replace such Schedule A Loan or Loans with one or more Schedule B Loans of an approximately equal gross book value selected by CNB.