Loans Transferred Sample Clauses
Loans Transferred. (a) BCG and Gulfstream will transfer to Purchaser as of the Effective Time, subject to the terms and conditions of this Agreement, all of BCG’s and Gulfstream’s respective right, title and interest in (including collateral relating thereto) the Loans. Such Loans (as well as any security interests and Exit Fees 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 BCG and Gulfstream not less than 30 calendar days prior to the Effective Time of any case in which individual assignments will be required by law.
(b) In connection with the transfer of any Loans requiring notice to the borrower, Purchaser, BCG and Gulfstream agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(c) 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.
(d) Purchaser will at its expense issue new coupon books for payment of Loans for which BCG and Gulfstream provide coupon books with instructions to utilize Purchaser’s coupons and to destroy coupons furnished by BCG and Gulfstream.
(e) After the Effective Time, BCG and Gulfstream will forward to Purchaser loan payments received by BCG and Gulfstream in connection with the Loans.
(f) As of the Effective Time, BCG and Gulfstream shall transfer and assign all files, documents and records related to the Loans to Purchaser, including the original promissory notes and security agreements, and Purchaser will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
(g) If the balance due on any Loan purchased pursuant to this Section 1.4 has been reduced by BCG or Gulfstream as a result of a payment by check received prior to the Effective Time, which item is returned after the Effective Time, 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 BCG or Gulfstream, as applicable, promptly upon demand.
(h) Each of BCG and Gulfstream shall grant to Purchaser as of the Effective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(h) (the "Power of Attorney").
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 records as loans of 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 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). Purchaser shall inform Seller not less than 45 calendar days prior to the proposed Closing, of any case in which filing information relating to any collateral for the Loans will be required for preparation of any assignments of liens. A projected list of the Loans is attached hereto as Exhibit 1.4(a) and will be updated as soon as practicable after Closing.
(b) Notwithstanding the provisions of subsection (a) above, the Loans shall not include:
(1) nonaccruals (which term shall mean 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) and classified loans;
(2) loans 90 calendar days or more past due;
(3) loans upon which insurance has been force-placed;
(4) loans in connection with which the borrower has filed a petition for relief under the United States Bankruptcy Code prior to the Effective Time;
(5) (a) loans identified by Purchaser in writing within 30 calendar days after Purchaser’s due diligence review of the Banking Center’s loans on October 26, 2004 (the “Due Diligence Review”) as not being purchased because of failure to meet the credit or aggregate loan exposure standards of Purchaser; and (b) loans closed by Seller on or after October 26, 2004 up to and including the Effective Time, identified in writing by Purchaser within 30 calendar days after the Effective Time as not being purchased because of failure to meet the credit or aggregate loan exposure standards of Purchaser;
(6) loans identified by Purchaser within 30 calendar days after the Effective Time as having any collateral perfection deficiency; and
(7) loan loss reserves.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on direct consumer installment Loans and debt cancellation and disability coverag...
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. 8 SECTION 2.5. SAFE DEPOSIT BUSINESS.........................................................................9
Loans Transferred. 11 Section 2.5.
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. 11 Section 1.8. Records and Data Processing . . . . . . . . . . . .
Loans Transferred. Section 1.5
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 Centers (collectively, the "Loans"); provided, however the Loans shall not include any loans described in subsection
(b) below. Such Loans (as well as any 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). Purchaser shall inform Seller not less than 45 calendar days prior to the proposed closing of any case in which filing information relating to any collateral for the Loans will be required for preparation of any assignments of liens.