Loans Transferred. (a) Seller will transfer to Buyer on the Effective Date, subject to the terms and conditions of this agreement, all of Seller’s right, title and interest (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger as loans of the Office (severally referred to as “Loan” and collectively the “Loans”). Notwithstanding the foregoing, for purposes of this Agreement, the Loans shall include only those Loans specifically identified by Buyer as Loans it will purchase. In this regard, it is understood Buyer shall have the right to purchase or exclude any Loan or Loans previously identified as coded to the Seller’s Laurens office. The purchased loans shall be listed on Exhibit 1.4(a), shall be prepared by Buyer and furnished to Seller and affixed to this Agreement as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan information.
(b) Buyer will become the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loans. Contemporaneously with the Closing, Seller shall notify the appropriate insurance companies of the transfer of Loans from Seller to Buyer and that Buyer shall become the beneficiary of any insurance policies relating to the transferred Loans and, as such, be entitled to all rights and privileges under such policies following the Effective Date, including, without limitation, any refunds paid after the Effective Date on such policies.
(c) In connection with the transfer of any Loans requiring notice to the borrower, Seller agrees to comply with all notice and reporting requirements of the loan documents or any law or regulation.
(d) All Loans transferred to Buyer shall be valued at their Par Value, such value to include interest, through the Effective Date.
(e) On or after the Effective Date, Buyer will be responsible for maintaining and safeguarding all loan files, documents and records related to the Loans in accordance with applicable law and sound banking practices.
(f) If the balance due on any Loan purchased pursuant to this Section 1.4 has been reduced by Seller as a result of a payment by check received before the Effective Date, which item is returned on or after the Effective Date, the asset value represented by the Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Buyer to Seller promptly upon demand.
(g) Seller shall remit loan payments it r...
Loans Transferred. 6 Section 1.5. Safe Deposit Business.............................. 7 Section 1.6.
Loans Transferred. (a) Seller will transfer to Purchaser as of the Effective Time, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest in (including collateral relating thereto) loans maintained, serviced and listed as loans assigned to the Banking Facilities (collectively, the "Loans"); provided, however, the Loans shall not include any loans described in subsection (b) below. Such Loans (as well as any lien or security interest related
Loans Transferred. (a) Seller will transfer to Purchaser as of the Effective Time, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest in (including collateral relating thereto) loans maintained, serviced and listed in Seller's general ledger as loans of the Banking Center (collectively, the "Loans"); provided, however, the Loans shall not include any loans described in subsection (b) below. Such Loans (as well as any security interests related thereto) shall be transferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law). Purchaser shall inform Seller not less than 15 calendar days prior to the Effective Time of any case in which individual assignments will be required by law.
(b) Notwithstanding the provisions of subsection (a) above, the Loans shall not include the $2,300,000 accounts receivable line of credit to Xxxxxx County Hospital (loan number ______________).
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on direct consumer installment loans, and coverage will continue to be the obligation of the current insurer after the Effective Time and for the duration of such insurance as provided under the terms of the policy or certificate. If Purchaser becomes the beneficiary of credit life insurance written on direct consumer installment loans, Seller and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the current insurer will make rebate payments to and satisfy claims of the holders of such certificates of insurance after the Effective Time. The parties' obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations.
(d) In connection with the transfer of any loans requiring notice to the borrower, Purchaser and Seller agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(e) All Loans transferred to Purchaser shall be valued at their Net Book Value, such value to include accrued interest but exclude any loan loss reserve or general reserve related thereto.
(f) All Loans will be transferred without recourse and without any warranties or representations as to their collectibility or the creditworthiness of any of the obligors of such Loans.
(g) Purchaser will at its expense issue new coupon books for payment of Loans for which ...
Loans Transferred. 9 SECTION 2.5. SAFE DEPOSIT BUSINESS.......................................10 SECTION 2.6.
Loans Transferred. 11 Section 2.5.
Loans Transferred. (a) Seller will transfer to Purchaser on the Effective Date, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest in (including collateral relating thereto) performing loans maintained, serviced and listed in Seller's general ledger as loans of the Branch (collectively the "Loans") including those set forth on Exhibit 1.4
(a) (1); provided, that the Loans do not include (i) the loans listed on Exhibit 1.4(a)(2), and (ii) any loan identified in writing by Purchaser to Seller within 30 days prior to the Effective Date as being unacceptable to Purchase in its sole discretion. Such excluded loans will remain the property of Seller.
(b) Purchaser will become the beneficiary of credit life insurance written on direct consumer installment loans.
(c) In connection with the transfer of any Loans requiring notice to the borrower, Purchaser and Seller agree to comply with all notice and reporting requirements of the Loan documents or of any law or regulation.
(d) All Loans transferred to Purchaser shall be valued at their Net Book Value as reflected on the financial statements of Seller prepared in accordance with GAAP as of the Effective Date, such value to include accrued interest.
(e) On and after the Effective Date, Purchaser will be responsible for maintaining and safeguarding all Loan files, documents and records related to the Loans in accordance with applicable law and sound banking practices.
(f) If the balance due on any Loan purchased pursuant to this Section 1. 4 has been reduced by Seller as a result of a payment by check received prior to the Effective Date, which item is returned after the Effective Date, the asset value represented by the Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand.
(g) The standard "dragnet" provisions of security documents which secure or are contained in other promissory notes made or held by Seller not constituting the Loans being acquired by Purchaser shall not reach collateral for a Loan transferred to Purchaser hereunder.
Loans Transferred. (a) Sellers will transfer to Purchasers as of the Effective Time, subject to the terms and conditions of this Agreement, all of Sellers' right, title and interest in (including accrued but unpaid interest and late charges and collateral relating thereto) loans maintained, serviced and listed as loans assigned to the Banking Centers (collectively, the "Loans"); provided, however, the Loans shall not include any loans described in subsection (b) below. Such Loans (as well as any lien or security interest related thereto) shall be transferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law).
(b) Notwithstanding the provisions of subsection (a) above, the Loans shall not include:
(1) nonaccruals (which term shall include loans in which the collateral securing same has been repossessed or in which collection efforts have been instituted or claim and delivery or foreclosure proceedings have been filed)-,
(2) loans 90 calendar days or more past due or otherwise in default;
(3) loans upon which insurance has been force-placed;
(4) credit card loans;
(5) loans in connection with which the borrower has filed a petition for relief under the United States Bankruptcy Code prior to the Effective Time;
(6) loans identified by Purchasers in writing within 45 calendar days after the Effective Time as not being purchased because of failure to meet generally applicable credit or documentation standards of Purchasers; or
(7) servicing rights in connection with residential real estate related loans.
(c) Sellers and Purchasers agree that Purchasers will become the beneficiary of credit life insurance written on direct consumer installment loans and coverage will continue to be the obligation of the current insurer after the Effective Time and for the duration of such insurance as provided under the terms of the policy or certificate. If Purchasers become the beneficiary of credit life insurance written on direct consumer installment loans, Sellers and Purchasers agree to cooperate in good faith to develop a mutually satisfactory method by which the current insurer will make rebate payments to and satisfy claims of the holders of such certificates of insurance after the Effective Time. After the Effective Time, Sellers will promptly deliver to Purchasers the proceeds of any credit life insurance relating to Loans inadvertently received by it. The parties' obligations in this section are subject to any restrictions co...
Loans Transferred. (a) Seller shall transfer to Purchaser as of the Effective Time, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest (including accrued but unpaid interest and late charges and collateral relating thereto) in (i) all lines of credit secured by the Deposit Liabilities pursuant to a written overdraft line of credit agreement and listed on Schedule 2.4(a)(i) (the "Overdraft Lines") and unsecured loans created by writing a check or similar instrument against a Deposit Liability that is not an Excluded Deposit Liability and resulting in an overdraft where there is no established line of credit, in each case allocated on the Records of Seller to the Banking Centers (as listed on Schedule 2.4(a)(i), and subject to adjustment prior to the Closing Date as a result of changes in the ordinary course of business of the Banking Centers
Loans Transferred. (a) Seller will transfer to Buyer on the Effective Date, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest (including collateral relating thereto) in loans maintained, serviced and listed in Seller's general ledger (severally referred to as "Loan" and collectively the "Loans").
(b) Buyer will become the beneficiary of credit life insurance written on direct consumer installment loans. Contemporaneously with the Closing, Seller shall notify the appropriate insurance companies of the transfer of Loans from Seller to Buyer and that Buyer shall become the beneficiary of any insurance policies relating to the Loans and, as such, be entitled to all rights and privileges under such policies following the Effective Date, including, without limitation, any refunds paid after the Effective Date on such policies.
(c) In connection with the transfer of any Loans requiring notice to the borrower, Buyer and Seller agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(d) On or after the Effective Date, Buyer will be responsible for maintaining and safeguarding all loan files, documents and records related to the Loans in accordance with applicable law and sound banking practices.
(e) On the Effective Date immediately after the Closing, Seller shall purchase from Buyer a 100% loan participation in those Loans listed on Exhibit 1.4
