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 receives after closing on loans purchased by the Buyer. (h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser at the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including all collateral relating thereto) in loans maintained, serviced and listed in Seller’s 's general ledger as loans of the Branch 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 Notwithstanding the provisions of subsection 1.4(a) above, the Loans shall not, except to the extent the parties hereto may mutually agree otherwise in writing, 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 foreclosure proceedings have been filed);
(2) loans 90 days or more past due or charged off; and
(3) loans upon which insurance with respect to collateral has been force-placed; and
(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) any loans that Purchaser selects for exclusion during the due diligence period provided in Section 6.1 hereof, during which period Seller shall provide Purchaser with reasonable access to all documentation and collateral files related to any loans attributable to the Branch Office, including any documentation and collateral files located at Seller's offices in Atlanta, Georgia or elsewhere; and
(6) any overdrafts related to deposit accounts excluded by Section 1.3(b)(5) hereof.
(c) Seller and Purchaser agree that Seller will assign to Purchaser, and 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 to the extent permitted under such insurance policies and to the extent permitted without further cost to the Seller. If Purchaser becomes the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loans. Contemporaneously with the Closing, Seller shall notify and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the appropriate insurance companies current insurer will make rebate payments to and satisfy claims of the transfer holders of Loans from Seller to Buyer and that Buyer shall become the beneficiary such certificates or policies 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 policiesTime. The parties' obligations in this subsection 1.4(c) are subject to any restrictions contained in existing insurance contracts and to applicable Law.
(cd) In connection with the transfer of any Loans requiring notice to the borrowerrelated borrower thereunder, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser (other than as specified in Section 1.4(b)) shall be valued at their Par Net Book Value, such value to include interest, through the Effective Dateaccrued but unpaid interest and other charges.
(ef) On 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. To Seller's knowledge, the Loans were, when originated, made consistent in all material respects with applicable laws then in effect.
(g) Purchaser, at its expense, will issue new coupon books for payment of Loans for which Seller provides coupon books with instructions to utilize Purchaser's coupons and to destroy unused coupons furnished by Seller.
(h) For a period of 90 days after the Effective DateTime, Buyer Seller will forward in funds immediately available to Purchaser, loan payments on the Loans received by Seller. Purchaser shall reimburse Seller upon demand for checks submitted by Borrowers to Seller, but returned on payments forwarded by Seller to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from payments received and shall settle with Purchaser on a net basis.
(i) As of the Effective Time and upon receipt from the Seller, Purchaser will be responsible for maintaining and safeguarding all loan Loan files, documents and records related to the Loans in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, the asset value represented by the Loan transferred shall be correspondingly increased increased, and an amount in cash equal to such increase shall be paid by Buyer Purchaser to Seller promptly upon demand.
(gk) Purchaser may notify Seller shall remit loan payments it receives after closing on loans purchased by 45 days or more prior to Closing of any consumer Loan files that lack the Buyercollateral specified in the underlying Loan documents, and Purchaser will have the option not to purchase such Loans where Seller cannot deliver the specified collateral at Closing with the related Loan.
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Bank Corp of Georgia)
Loans Transferred. (a) Seller will sell, transfer and assign to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger as the loans of the Office Banking Centers including demand deposit overdrafts, together with all promissory notes, loan agreements, security agreements, deeds of trust, assignment or pledge agreements and other documentation pertaining thereto and all Seller's rights thereunder (severally referred to as “Loan” and collectively collectively, the “"Loans”"). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, -------- ------- the Loans shall not include only those any loans described in subsection (b) below. Such 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 well as any Loan or Loans previously identified as coded to the Seller’s Laurens office. The purchased loans security interest related thereto) shall be listed on Exhibit 1.4(atransferred by means of a blanket assignment and not individually (except as may be otherwise required by law), . Purchaser shall be prepared by Buyer and furnished to inform Seller and affixed to this Agreement as a part hereof within not less than thirty (30) calendar days following Seller’s delivery prior to Buyer the Effective Time of complete loan informationany case in which individual assignments will be required by law.
(b) Buyer 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 sixty (60) 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) Letters of Credit, unless specifically accepted by Purchaser, or loans in which the Seller participates with another bank, unless specifically accepted by Purchaser;
(6) loans identified by Purchaser in writing 45 calendar days or more prior to the Effective Time as not being purchased because of failure to meet the credit standards of Purchaser; and
(7) Credit card loans. Following the execution of this Agreement, Purchaser shall have an opportunity to examine, to the extent it deems necessary, each of the loans of the Banking Centers, together with all files, documentation or other information related to such loans that are maintained or held by Seller. Such examination shall take place at a site and time mutually agreed upon by Purchaser and Seller, which time shall not be later than 45 days prior to the Closing. Purchaser may conduct such examination on more than one occasion, at reasonable intervals, prior to the Closing, and Seller will, upon Purchaser's request at reasonable intervals, provide a listing of new loans made by Seller since each previous occasion of examination by Purchaser.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loans. Contemporaneously with Loans, and coverage will continue to be the Closing, Seller shall notify the appropriate insurance companies obligation 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 current insurer after the Effective Date on Time and for the duration of such policiesinsurance as provided under the terms of the applicable policy or certificate. 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.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include their outstanding principal balance, plus any accrued interest, through the Effective Date.
(ef) On Subject to Section 1.4(l) below, 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 Purchaser provides coupon books, with instructions to utilize Purchaser's coupons and to destroy coupons furnished by Seller.
(h) For a period of ninety (90) calendar days after the Effective DateTime, Buyer Seller will be responsible for maintaining and safeguarding forward to Purchaser, on a weekly basis, all loan payments received by Seller, in the form received by Seller.
(i) As of the Effective Time, Seller shall transfer and assign all files, documents and records related to the Loans to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
(fj) If the balance due on any Loan purchased pursuant to this Section SECTION 1.4 has been reduced by Seller as a result of a payment by check received before prior to the Effective DateTime, which item is returned on or after the Effective DateTime, then Seller shall assign that check to Purchaser, the asset value represented by the Loan transferred shall be correspondingly increased increased, and an amount in cash equal to such increase shall be paid by Buyer Purchaser to Seller promptly upon demand; provided, however, that if, before Purchaser's receipt of notice of such -------- ------- returned check, the obligor of such Loan shall have paid Purchaser in full the outstanding balance of such Loan showing on Purchaser's books and records and Purchaser shall have canceled the Loan documents and returned the same to the obligor, then Purchaser shall have no obligation to make any such payment to Seller.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit B (the "Power of Attorney").
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First South Bancorp Inc /Va/)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger records as loans of the Office Banking Centers (severally referred to as “Loan” and collectively collectively, the “Loans”). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it will purchasemay be otherwise required by law). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 45 calendar days prior to the Seller’s Laurens officeproposed 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. The purchased loans A projected list of the Loans is attached hereto as Exhibit 1.4(a) which shall be listed on Exhibit 1.4(a), shall be prepared by Buyer and furnished to Seller and affixed to this Agreement updated as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationsoon as practicable after Closing.
(b) Buyer 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 May 28, 2003 (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 May 28, 2003 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 and property casualty insurance written on direct consumer installment loansLoans and debt cancellation and disability coverage agreements written on any 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 If Purchaser becomes the beneficiary of credit life insurance or debt cancellation and disability coverage written on any 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 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 Time. The parties’ obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. The parties shall cooperate to resolve any issues related to payment of premiums. If the parties determine that loans subject to debt cancellation and disability coverage cannot be adequately serviced by Purchaser, the parties shall exclude such policiesLoans from purchase hereunder.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Seller agrees to Purchaser shall comply with all notice and reporting requirements of the loan Loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued interest, through the Effective Date.
(ef) On All Loans will be transferred without recourse to Seller 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 Seller provides coupon books with instructions to utilize Purchaser’s coupons and to destroy coupons furnished by Seller.
(h) For a period of 30 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser payments received by Seller with respect to any Loans. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from any amounts owed by Seller to Purchaser.
(i) As of the Effective Time, Seller shall transfer and safeguarding assign all loan files, documents and records related to the Loans (the “Records”) to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all the Records in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the “Power of Attorney”).
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Virginia Financial Group Inc)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger records as loans of the Office Banking Centers (severally referred to as “Loan” and collectively collectively, the “Loans”). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it will purchasemay be otherwise required by law). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 45 calendar days prior to the Seller’s Laurens officeproposed 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. The purchased loans A projected list of the Loans is attached hereto as Exhibit 1.4(a) that shall be listed on Exhibit 1.4(a), shall be prepared by Buyer and furnished to Seller and affixed to this Agreement updated as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationsoon as practicable after Closing.
(b) Buyer 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 60 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) loans identified by Purchaser in writing within 30 calendar days after Purchaser’s due diligence review of the Banking Centers’ loans which ended February 16, 2007 (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 February 1, 2007 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) any other loans identified on Exhibit 1.4(b); or
(7) loan loss reserves.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loansLoans and debt cancellation and disability coverage agreements written on any 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 If Purchaser becomes the beneficiary of credit life insurance or debt cancellation and disability coverage written on any 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 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 Time. The parties’ obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. The parties shall cooperate to resolve any issues related to payment of premiums. If the parties determine that loans subject to debt cancellation and disability coverage cannot be adequately serviced by Purchaser, the parties shall exclude such policiesLoans from purchase hereunder.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan Loan documents or of any applicable law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued but unpaid interest, through the Effective Date.
(ef) On All Loans will be transferred to Purchaser without recourse (except as otherwise provided herein) and without any warranties or representations as to their collectibility or the creditworthiness of any of the obligors of such Loans, provided that, if any Loans are found to have any collateral perfection deficiency within six months after the Effective DateTime, Buyer Seller shall purchase such Loans from Purchaser in an amount equal to the principal of, accrued interest on and any fees on such Loans.
(g) Purchaser will be responsible at its expense issue new coupon books for maintaining payment of Loans for which Seller provides coupon books with instructions to utilize Purchaser’s coupons and safeguarding to destroy coupons furnished by Seller.
(h) For a period of 90 calendar days after the Effective Time, Seller will forward to Purchaser Loan payments received by Seller. Purchaser shall reimburse Seller upon demand for checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from payments received and shall settle with the Purchaser by a mutually agreeable method.
(i) As of the Effective Time, Seller shall transfer and assign all loan files, documents and records related to the Loans (the “Records”) to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all the Records in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the “Power of Attorney”).
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (New Peoples Bankshares Inc)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger records as loans of the Office Banking Centers (severally referred to as “Loan” and collectively collectively, the “Loans”). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it will purchasemay be otherwise required by law). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 45 calendar days prior to the Seller’s Laurens officeproposed 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. The purchased loans A projected list of the Loans is attached hereto as Exhibit 1.4(a) that shall be listed on Exhibit 1.4(a), shall be prepared by Buyer and furnished to Seller and affixed to this Agreement updated as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationsoon as practicable after Closing.
(b) Buyer 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 60 calendar days or more past due, which are classified, or that have been charged off; provided further that if any Loans, subsequent to the execution of this Agreement and prior to the Effective Time, are classified by the applicable bank examiners or Seller, as “doubtful’” “substandard,” “loss,” or “special mention,” or the equivalent on Seller’s loan grading system, then such Loans, at the option of Purchaser, may be excluded;
(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) loans identified by Purchaser in writing within 30 calendar days after Purchaser’s due diligence review of the Banking Centers’ loans which ended November 9, 2007 (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 November 6, 2007 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) any other loans identified on Exhibit 1.4(b);
(7) loan loss reserves; or
(8) loans paid in full prior to the Effective Time.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loansLoans and debt cancellation and disability coverage agreements written on any 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 If Purchaser becomes the beneficiary of credit life insurance or debt cancellation and disability coverage written on any 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 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 Time. The parties’ obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. The parties shall cooperate to resolve any issues related to payment of premiums. If the parties determine that loans subject to debt cancellation and disability coverage cannot be adequately serviced by Purchaser, the parties shall exclude such policiesLoans from purchase hereunder.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan Loan documents or of any applicable law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued but unpaid interest, through the Effective Date.
(ef) On All Loans will be transferred to Purchaser without recourse (except as otherwise provided herein) and without any warranties or representations as to their collectibility or the creditworthiness of any of the obligors of such Loans, provided that, if any Loans are found to have any collateral perfection deficiency within six months after the Effective DateTime, Buyer Seller shall purchase such Loans from Purchaser in an amount equal to the principal of, accrued interest on and any fees on such Loans.
(g) Purchaser will be responsible at its expense issue new coupon books for maintaining payment of Loans for which Seller provides coupon books with instructions to utilize Purchaser’s coupons and safeguarding to destroy coupons furnished by Seller.
(h) For a period of 90 calendar days after the Effective Time, Seller will forward to Purchaser Loan payments received by Seller. Purchaser shall reimburse Seller upon demand for checks returned on payments forwarded to Purchaser; provided, however, to the extent possible, Seller will deduct the amount of such returned checks from payments received and shall settle with Purchaser by a mutually agreeable method.
(i) As of the Effective Time, Seller shall transfer and assign all loan files, documents and records related to the Loans (the “Records”) to Purchaser, and, upon receipt from Seller, Purchaser will be responsible for maintaining and safeguarding all the Records in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the “Power of Attorney”).
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Eastern Virginia Bankshares Inc)
Loans Transferred. (a) Subject to Section 5.11(g) hereof, Seller will shall transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest (including accrued but unpaid interest and collateral relating thereto) in (i) those loans maintainedidentified on Schedule 2.4(a) attached hereto and secured by deposit accounts, serviced including but not limited to savings accounts and certificates of deposit, and unsecured loans created by writing a check or similar instrument on an existing and previously approved overdraft line of credit (determined after taking into account reconciliations of temporary overdrafts cleared by automatic deposits or otherwise during the ten (10) business days following the Effective Time), in each case allocated on the records of Seller to the Branch Offices, (ii) those consumer installment loans and consumer lines of credit, if any, set forth on Schedule 2.4(a) and which are allocated on the records of Seller to the Branch Offices, and (iii) commercial real estate loans and commercial business loans identified on Schedule 2.4
(a) attached hereto; (in the case of each loan referred to in clauses (i), (ii) and (iii) only as listed on Schedule 2.4(a), subject to adjustment as a result of changes in Seller’s general ledger as loans the ordinary course of business of the Office Branch Offices and pursuant to Section 5.11(g) hereof) (severally referred to as “Loan” and collectively the “"Loans”"). Notwithstanding The 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). Seller shall permit the foregoingPurchaser to inspect all files and payment histories related to such Loans, 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 and Purchaser reserves the right within its sole good faith discretion to purchase or exclude reject any Loan or Loans previously identified as coded such Loans, provided notice of such rejection is given not less than thirty (30) days prior to the Seller’s Laurens officeEffective Time. The purchased loans shall Any Loans that are (i) more than 30 days past due with respect to the payment of principal or interest, (ii) subject to a pending legal proceeding or (iii) subject to a bankruptcy proceeding as of the Effective Time may be listed on Exhibit 1.4(a), shall be prepared unconditionally returned by Buyer and furnished the Purchaser to the Seller and affixed to this Agreement as a part hereof within thirty (30) days following Seller’s delivery after the Effective Time, and Seller shall refund Purchaser the purchase price of such Loans. Purchaser intends to Buyer purchase performing loans identified on Schedule 2.4(a) that a reasonable purchaser of complete loan informationloans would purchase.
(b) Buyer Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on Loans and property casualty 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. Contemporaneously with the ClosingLoans, Seller shall notify and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the appropriate insurance companies current insurer will make rebate payments to and satisfy claims of the transfer holders of Loans from Seller to Buyer and that Buyer shall become the beneficiary such certificates 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 policiesTime. After the Effective Time, Seller will promptly deliver to Purchaser the proceeds of any credit life insurance relating to Loans inadvertently received by it. The parties' obligations in this Section 2.4(b) are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations.
(c) In connection with the transfer of any Loans requiring notice to the borrowerborrower and the servicer, Purchaser and Seller agrees to will comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(d) All Loans will be transferred without any warranties or representations as to Buyer shall be valued their collectability or the creditworthiness of any of the obligors of the Loans, except as set forth at their Par Value, such value to include interest, through the Effective DateSection 5.11 herein.
(e) On or Promptly after the Effective DateTime, Buyer Purchaser will be responsible at its expense issue new coupon books or other forms of payment identification for maintaining payment of Loans for which Seller provides coupon books, with instructions to utilize Purchaser coupons or forms and safeguarding all loan files, documents and records related to the Loans in accordance with applicable law and sound banking practicesdestroy coupons furnished by Seller.
(f) After the Effective Time, Seller will forward to Purchaser, Loan payments received by Seller. 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 or other instrument received before prior to the Effective DateTime, which item and if such instrument is returned on or to Seller after the Effective DateTime as uncollectible, the asset value represented by the Loan transferred shall be correspondingly increased and an amount in cash equal to such increase reduction shall be paid by Buyer Purchaser to Seller upon collection by Purchaser of such sums, and Seller shall assign promptly upon demandall right, title and interest in such uncollectible item to Purchaser. Purchaser shall apply the first Loan payments received to the amount due Seller.
(g) As of the Effective Time, Seller shall remit loan payments it receives after closing on loans purchased by the Buyer.
(h) The standard “dragnet” provisions of security transfer and assign all files, documents which secure or are contained in other promissory notes made or held by Seller not constituting and records related to the Loans being acquired by Buyer shall not have priority over Buyer’s security interest to Purchaser, including such information held in collateral electronic form, and Purchaser will be responsible for a Loan transferred to Buyer hereundermaintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sun Bancorp Inc /Nj/)
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 Offices (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 officeSac City, Odebolt and Lake View offices. 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 receives after closing on loans purchased by the Buyer.
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger 's records as loans of the Office Branches (severally referred to as “Loan” and collectively collectively, the “"Loans”"). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it may be otherwise required by law or custom and practice of local recording officers, which individual assignments will purchasebe Purchaser's responsibility to prepare and file). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 45 calendar days prior to the Seller’s Laurens officeproposed 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 and Seller shall make the loan and collateral files available to Purchaser so that Purchaser can prepare any required assignments of liens. The purchased loans A projected list of the Loans is attached hereto as Exhibit 1.4(a) which shall be listed on Exhibit 1.4(a), shall be prepared by Buyer and furnished to Seller and affixed to this Agreement updated as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationsoon as practicable after Closing.
(b) Buyer 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; and
(2) loans 90 calendar days or more past due.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loansLoans and disability coverage agreements written on any 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 If Purchaser becomes the beneficiary of credit life insurance or disability coverage written on any 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 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 Time. The parties' obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. The parties shall cooperate to resolve any issues related to payment of premiums. If the parties determine that loans subject to disability coverage cannot be adequately serviced by Purchaser, the parties shall exclude such policiesLoans from the purchase hereunder.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Seller agrees to Purchaser shall comply with all notice and reporting requirements of the loan Loan documents or of any applicable law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued interest, through the Effective Date.
(ef) On All Loans will be transferred without recourse to Seller 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 Seller provides coupon books with instructions to utilize Purchaser's coupons and to destroy coupons furnished by Seller.
(h) For a period of 90 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser payments received by Seller with respect to any Loans. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from any amounts owed by Seller to Purchaser.
(i) As of the Effective Time, Seller shall transfer and safeguarding assign all loan files, documents and records related to the Loans (the "Records") to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all the Records in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the "Power of Attorney").
(hl) The standard “dragnet” Notwithstanding the provisions of security documents which secure or are contained in other promissory notes made or held by Seller not constituting hereof, Purchaser shall have 60 days following the Effective Time to review the Loans being acquired by Buyer and the related Records. Upon such review, in the event Purchaser determines that it does not wish to purchase one or more of the Loans due to (a) the fact that any such Loan should have been excluded under Section 1.4(b) as of the Closing or at any time within such 60 day period any such Loan goes into non-accrual or classified status or becomes 90 calendar days or more past due, or (b) a material breach of a representation or warranty under Section 4.8 with respect to any such Loan, Purchaser shall have the right, but not have priority over Buyer’s security the obligation, during such 60 day period to transfer back to Seller Purchaser's right, title and interest to such Loan or Loans, and the associated Records, and receive a cash payment from Seller equal to the value of the Loan or Loans utilized in collateral for a Loan transferred to Buyer hereunder.calculating the Purchase Price
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Chemung Financial Corp)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger 's records as loans of the Office Banking Centers that are secured by Deposit Liabilities transferred to Purchaser pursuant to this Agreement (severally referred to as “Loan” and collectively collectively, the “"Loans”"). Notwithstanding the foregoing, for purposes Such Loans (as well as any security interest related thereto) shall be transferred by means of this Agreement, a blanket (collective) assignment and not individually (except as may be otherwise required by law). A list of the Loans shall include only those Loans specifically identified by Buyer as Loans it will purchase. In this regardthey existed on May 8, it 2004 is understood Buyer shall have the right to purchase or exclude any Loan or Loans previously identified attached hereto 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 loans requiring notice to the borrower, Seller agrees to Purchaser shall comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(dc) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued interest, through .
(d) All Loans will be transferred without recourse to Seller and without any warranties or representations as to their collectibility or the Effective Datecreditworthiness of any of the obligors of such Loans.
(e) On or For a period of 60 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser loan payments received by Seller. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from any amounts owed by Seller to Purchaser.
(f) As of the Effective Time, Seller shall transfer and safeguarding assign all loan files, documents and records related to the Loans (the "Records") to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all the Records in accordance with applicable law and sound banking practices.
(fg) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gh) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(h) (the "Power of Attorney").
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Gateway Financial Holdings Inc)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest (including accrued but unpaid interest and late charges and collateral relating thereto) in (i) loans maintainedsecured by deposit accounts, serviced including but not limited to savings accounts and listed certificates of deposit, and unsecured loans created by writing a check or similar instrument and resulting in Seller’s general ledger as loans an overdraft where there is no established line of credit, in each case allocated on the Office (severally referred to as “Loan” and collectively the “Loans”). Notwithstanding the foregoing, for purposes records 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 Seller to the Seller’s Laurens office. The purchased loans shall be Branch Offices (as listed on Exhibit 1.4(a2.4(a)(i), and subject to adjustment as a result of changes in the ordinary course of business of the Branch Offices, the "Deposit Related Loans"), and (ii) certain non-deposit related loans allocated on the records of Seller to the Branch Offices (as listed on Exhibit 2.4(a)(ii), and subject to adjustment as a result of changes in the ordinary course of business of the Branch Offices, the "Other Loans"), provided, however, that the Deposit Related Loans and the Other Loans (collectively, the "Loans") shall not include any loans described in subsection (b) below. The Loans (as well as any lien or security interest related thereto) shall be prepared transferred by Buyer means of a blanket (collective) assignment and furnished to Seller and affixed to this Agreement not individually (except as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationmay be otherwise required by law).
(b) Buyer Notwithstanding the provisions of subsection (a) above, the Loans shall not include:
(1) nonaccruals (which term shall include loans in which the collateral securing the same has been repossessed or in which collection efforts have been instituted 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) loans in connection with which the borrower has filed a petition for relief under the United States Bankruptcy Code prior to the Effective Time; or
(5) loans which are excluded based on the mutual agreement of the parties.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on direct consumer installment loans and property casualty 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. Contemporaneously with the Closing, Seller shall notify and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the appropriate insurance companies current insurer will make rebate payments to and satisfy claims of the transfer holders of Loans from Seller to Buyer and that Buyer shall become the beneficiary such certificates 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 policiesTime. After the Effective Time, Seller will promptly deliver to Purchaser 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 contained in existing insurance contracts as well as applicable laws and regulations.
(cd) In connection with the transfer of any Loans requiring notice to the borrowerborrower and the servicer, Purchaser and Seller agrees to will comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(de) All Loans will be transferred without recourse and without any warranties or representations as to Buyer shall be valued at their Par Value, such value to include interest, through collectibility or the Effective Datecreditworthiness of any of the obligors of the Loans.
(ef) On Purchaser will at its expense issue new coupon books or other forms of payment identification for payment of Loans for which Seller provides coupon books, with instructions to utilize Purchaser coupons or forms and to destroy coupons furnished by Seller.
(g) For a period of 60 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser Loan payments received by Seller. Purchaser shall reimburse Seller for maintaining checks returned on payments forwarded to Purchaser.
(h) As of the Effective Time, Seller shall transfer and safeguarding assign all loan files, documents and records related to the Loans to Purchaser, including such information held in electronic form, and Purchaser will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
(fi) If the balance due on any Loan purchased pursuant to this Section 1.4 2.4 has been reduced by Seller as a result of a payment by check received before prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(g) Seller shall remit loan payments it receives after closing on loans purchased by the Buyer.
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Essex Bancorp Inc)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s right, title and interest in (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger records as loans of the Office Banking Centers (severally referred to as “Loan” and collectively collectively, the “Loans”). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it will purchasemay be otherwise required by law). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 45 calendar days prior to the Seller’s Laurens officeproposed 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. The purchased loans shall be listed on A projected list of the Loans is attached hereto as Exhibit 1.4(a), shall ) and will be prepared by Buyer and furnished to Seller and affixed to this Agreement updated as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationsoon as practicable after Closing.
(b) Buyer 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 and property casualty insurance written on direct consumer installment loansLoans and debt cancellation and disability coverage agreements written on any 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 If Purchaser becomes the beneficiary of credit life insurance or debt cancellation and disability coverage written on any 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 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 Time. The parties’ obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. The parties shall cooperate to resolve any issues related to payment of premiums. If the parties determine that loans subject to debt cancellation and disability coverage cannot be adequately serviced by Purchaser, the parties shall exclude such policiesLoans from purchase hereunder.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Seller agrees to Purchaser shall comply with all notice and reporting requirements of the loan Loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued interest, through the Effective Date.
(ef) On All Loans will be transferred without recourse to Seller 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 Seller provides coupon books with instructions to utilize Purchaser’s coupons and to destroy coupons furnished by Seller.
(h) For a period of 30 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser payments received by Seller with respect to any Loans. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from any amounts owed by Seller to Purchaser.
(i) As of the Effective Time, Seller shall transfer and safeguarding assign all loan files, documents and records related to the Loans (the “Records”) to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all the Records in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the “Power of Attorney”).
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Virginia Financial Group Inc)
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including collateral all collateral, security agreements, deeds of trust and financing statements relating thereto) in the loans maintained, serviced and listed in Seller’s 's general ledger as loans of the Office Banking Center (severally referred to as “Loan” and collectively collectively, the “"Loans”"). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it will purchasemay be otherwise required by law); provided, however, that Seller shall prepare and execute one Assignment of Deeds to Secure Debt, in recordable form, for each county in which deeds of trust are transferred pursuant to this agreement. In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 45 calendar days prior to the Seller’s Laurens officeEffective Time of any case in which individual assignments will be required by law. The purchased Seller shall use its best efforts to cooperate with Purchaser to obtain any such required individual assignment(s) as promptly as possible. If any such assignment shall not be obtained or if any attempted assignment would be ineffective or would materially impair Purchaser's rights under the Loans in question so that Purchaser would not in effect acquire the benefit of all such rights. Purchaser may (but shall not be required to) put such loans shall be listed on Exhibit 1.4(a), shall be prepared by Buyer and furnished back to Seller and affixed upon written notice given within 30 days of Seller's notification to this Agreement as a part hereof within thirty (30) days following Seller’s delivery to Buyer of complete loan informationPurchaser that such assignment cannot be obtained.
(b) Buyer 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;
(3) loans upon which insurance has been fore-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; or (5) loans identified by Purchaser in writing 45 calendar days or more prior to the Effective Time as not being purchased because of failure to meet the credit standards of Purchaser.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on direct consumer installment loans and property casualty 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. Seller shall (within the bounds of applicable law) take whatever actions necessary to make Purchaser the named beneficiary under such issuance policies from and after the Effective Time. If Purchaser becomes the beneficiary of credit life insurance written on direct consumer installment loans. Contemporaneously with the Closing, Seller shall notify and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the appropriate insurance companies current insurer will make rebate payments to and satisfy claims of the transfer holders of Loans from Seller to Buyer and that Buyer shall become the beneficiary such certificates 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 Time. The parties obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. Seller agrees that after the Effective Time it hold and will promptly transfer and deliver to the Purchaser, from time to time as and when received by Seller, any cash, checks with appropriate endorsements (using its best efforts not to convert such checks into cash), or other property that Seller may receive on or after the Effective Time with respect to any insurance proceeds covered by this Section 1.4(c), and upon Purchaser's reasonable request will account to Purchaser for all such policiesreceipts.
(cd) In connection with the transfer of any Loans loans requiring notice to the borrower, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued interest, through the Effective Date.
(ef) On All Loan 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 Seller provides coupon books with instructions to utilize Purchaser's coupons and to destroy coupons furnished by Seller.
(h) For a period of 30 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser loan payments received by Seller. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from payments received and safeguarding shall settle with Purchaser by an official check.
(i) As of the Effective Time, Seller shall transfer and assign all loan files, documents and records related to the Loans to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
(fj) If the balance 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the "Power of Attorney").
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Loans Transferred. (a) Seller will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest (including collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger 's records as loans of the Office Banking Centers (severally referred to as “Loan” and collectively collectively, the “"Loans”"). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket (collective) assignment and not individually (except as Loans it will purchasemay be otherwise required by law). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than 30 calendar days prior to the Seller’s Laurens officeproposed 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. The purchased loans shall be listed on A summary of the Loans showing loan type, maturity date, principal amount, and interest rate is attached hereto as Exhibit 1.4(a), shall be prepared 1.4
(a) and incorporated herein 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 informationreference.
(b) Buyer 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;
(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) loans identified by Purchaser in writing 30 calendar days or more prior to the Effective Time as not being purchased because of failure to meet the credit standards of Purchaser;
(6) Letters of Credit, unless specifically accepted by Purchaser, or loans in which the Seller participates with another bank, unless specifically accepted by Purchaser.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on direct consumer installment loans and property casualty 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. Contemporaneously with the Closing, Seller shall notify and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the appropriate insurance companies current insurer will make rebate payments to and satisfy claims of the transfer holders of Loans from Seller to Buyer and that Buyer shall become the beneficiary such certificates 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 policiesTime. The parties' obligations in this section are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations.
(cd) In connection with the transfer of any Loans loans requiring notice to the borrower, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Net Book Value, such value to include accrued interest, through the Effective Date.
(ef) On Subject to Section 1.4(l) below, 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 Seller provides coupon books with instructions to utilize Purchaser's coupons and to destroy coupons furnished by Seller.
(h) For a period of 60 calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser loan payments received by Seller. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser or on a daily basis through a settlement account established under a working agreement between the parties.
(i) As of the Effective Time, Seller shall transfer and safeguarding assign all loan files, documents and records related to the Loans to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
(fj) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, 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 Purchaser to Seller promptly upon demand.
(gk) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit 1.4(k) (the "Power of Attorney").
(hl) The standard “dragnet” provisions Notwithstanding anything else herein to the contrary, in the event Purchaser, in its sole discretion, determines, within 90 days after it receives the Loan documents from Seller, that any Loans purchased at the Closing (i) should have been excluded pursuant to Section 1.4(b) above at the Effective Time or (ii) subsequent to the Closing but within such 90-day period become subject to one or more of security documents the criteria listed in Section 1.4(b) (with subsection (5) being applicable to any Loans which secure or are contained Purchaser determines fails to meet its credit standards during such 90-day period), Purchaser may require Seller to repurchase such Loans for the net book value of such Loans at the time of notice to Seller. If the balance due on any Loan repurchased pursuant to this Section 1.4(l) has been reduced by Purchaser as a result of a payment by check received prior to the repurchase, which item is returned after the repurchase, the asset value represented by the repurchased Loan shall be correspondingly increased and an amount in other promissory notes made or held cash equal to such increase shall be paid by Seller not constituting the Loans being acquired by Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunderPurchaser promptly upon demand.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Newsouth Bancorp Inc)
Loans Transferred. (a) Seller will transfer to Buyer Purchaser on the Effective Date, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including collateral relating thereto) in loans Loans maintained, serviced and listed in Seller’s 's general ledger as small business loans or private banking loans associated with the geographic area served by the Branches as of the Office (severally referred to Effective Date, a list of which, as “Loan” and collectively the “Loans”). Notwithstanding the foregoingof June 30, for purposes of this Agreement1997, 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 informationincluded in Schedule 1.7.
(b) Buyer will become Notwithstanding the beneficiary provisions of credit life insurance 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 as to which collection efforts have been instituted or, claim and property casualty insurance written on direct consumer installment loans. Contemporaneously delivery or foreclosure proceedings have been filed);
(2) loans 90 days or more past due; and
(3) loans in connection with which the Closing, Seller shall notify borrower has filed a petition for relief under the appropriate insurance companies of the transfer of Loans from Seller United States Bankruptcy Code prior 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, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan Loan documents or of any law or regulation.
(d) All Loans transferred to Buyer Purchaser shall be valued at their Par Gross Book Value, such value to include accrued interest, through or in the Effective Datecase of discount notes, Gross Book Value less unearned income.
(e) On 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.
(f) For a period of 30 days after the Effective Date, Buyer Seller will forward to Purchaser loan payments received by Seller. Purchaser shall reimburse Seller upon demand for checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from payments received and shall settle with Purchaser by an official check.
(g) On and after the Effective Date, Purchaser will be responsible for maintaining and safeguarding all loan Loan files, documents and records related to the Loans in accordance with applicable law and sound banking practices.
(fh) If the balance due on any Loan purchased pursuant to this Section 1.4 1.7 has been reduced by Seller as a result of a payment by check received before prior to 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 Purchaser to Seller promptly upon demand.
(g) Seller shall remit loan payments it receives after closing on loans purchased by the Buyer.
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Union Bankshares Corp)
Loans Transferred. (a) Seller Sellers will transfer to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s Sellers' right, title and interest in (including accrued but unpaid interest and late charges and collateral relating thereto) in loans maintained, serviced and listed in Seller’s general ledger as loans of assigned to the Office Banking Center (severally referred to as “Loan” and collectively collectively, the “"Loans”"). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in paragraph (b) below. Such Loans specifically identified by Buyer (as Loans it will purchase. In this regard, it is understood Buyer shall have the right to purchase well as any lien or exclude any Loan or Loans previously identified as coded to the Seller’s Laurens office. The purchased loans security interest related thereto) shall be listed on Exhibit 1.4(atransferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law), 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 Notwithstanding the provisions of paragraph (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 and consumer loans which have been 30 days or more past due three or more times during the preceding 12-month period;
(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) servicing rights in connection with residential real estate related loans; and
(6) loans lacking original loan documentation and any intervening assignments required by law and required to enforce the loans.
(c) Sellers and Purchaser agree that Purchaser will become the beneficiary of credit life insurance written on direct consumer installment loans and property casualty 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. Contemporaneously with , Sellers and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the Closing, Seller shall notify the appropriate insurance companies current insurer will make rebate payments to and satisfy claims of the transfer holders of Loans from Seller to Buyer and that Buyer shall become the beneficiary such certificates 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 Time. After the transfer Effective Time, Sellers will promptly deliver to Purchaser the proceeds of any credit life insurance relating to 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 inadvertently received by it. The parties' obligations 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 receives after closing on loans purchased by the Buyer.
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.paragraph
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Shares Bancorp Inc)
Loans Transferred. (a) Seller will sell, transfer and assign to Buyer on Purchaser as of the Effective DateTime, subject to the terms and conditions of this agreementAgreement, all of Seller’s 's right, title and interest in (including collateral relating thereto) in the loans maintainedlisted on Schedule 1.4 hereto, serviced together with all promissory notes, loan agreements, security agreements, deeds of trust, assignment or pledge agreements and listed in other documentation pertaining thereto and all Seller’s general ledger as loans of 's rights thereunder (collectively, the Office (severally referred to as “Loan” and collectively the “"Loans”"). Notwithstanding the foregoing; provided, for purposes of this Agreementhowever, the Loans shall not include only those any loans described in subsection (b) below. Such Loans specifically identified (as well as any security interest related thereto) shall be transferred by Buyer means of a blanket assignment and not individually (except as Loans it will purchasemay be otherwise required by law). In this regard, it is understood Buyer Purchaser shall have the right to purchase or exclude any Loan or Loans previously identified as coded inform Seller not less than forty-five (45) calendar days prior to the Seller’s Laurens office. The purchased loans shall Effective Time of any case in which individual assignments will be listed on Exhibit 1.4(a), shall be prepared required 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 informationlaw.
(b) Buyer 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 ninety (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; or
(5) loans identified by Purchaser in writing thirty (30) calendar days or more prior to the Effective Time as not being purchased because of failure to meet the credit standards of Purchaser. Following the execution of this Agreement, Purchaser shall have an opportunity to examine, to the extent it deems necessary, each of the loans at the Banking Center, together with all files, documentation or other information related to such loans that is maintained or held by Seller. Purchaser may conduct such examination on more than one occasion, at reasonable intervals, prior to the Closing, and Seller will, upon Purchaser's request at reasonable intervals, provide a listing of new loans made by Seller since each previous occasion of examination by Purchaser.
(c) Seller and Purchaser agree that Purchaser will become the beneficiary of credit life insurance and property casualty insurance written on direct consumer installment loans. Contemporaneously with , and coverage will continue to be the Closing, Seller shall notify the appropriate insurance companies obligation 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 current insurer after the Effective Date on Time and for the duration of such policiesinsurance as provided under the terms of the applicable policy or certificate. 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.
(cd) In connection with the transfer of any Loans requiring notice to the borrower, Purchaser and Seller agrees agree to comply with all notice and reporting requirements of the loan documents or of any law or regulation.
(de) All Loans transferred to Buyer Purchaser shall be valued at their Par Valueoutstanding principal balance, such value to include interestplus any accrued interest (excluding the amount of any unpaid late charges), through all as of the Effective DateTime.
(ef) On or Purchaser will, at its expense, issue new coupon books for payment of Loans for which Seller provides coupon books, with instructions to utilize Purchaser's coupons and to destroy coupons furnished by Seller.
(g) For a period of ninety (90) calendar days after the Effective DateTime, Buyer Seller will be responsible forward to Purchaser loan payments received by Seller. Purchaser shall reimburse Seller upon demand for maintaining checks returned on payments forwarded to Purchaser; however, to the extent possible, Seller will deduct the amount of such returned checks from payments received and safeguarding shall settle with Purchaser by an official check.
(h) As of the Effective Time, Seller shall transfer and assign all loan files, documents and records related to the Loans to Purchaser, and Purchaser will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices.
(fi) 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 prior to the Effective DateTime, which item is returned on or after the Effective DateTime, then Seller shall assign that check to Purchaser, the asset value represented by the Loan transferred shall be correspondingly increased increased, and an amount in cash equal to such increase shall be paid by Buyer Purchaser to Seller promptly upon demand; provided, however, that if, before Purchaser's receipt of notice of such returned check, the obligor of such Loan shall have paid Purchaser in full the outstanding balance of such Loan showing on Purchaser's books and records and Purchaser shall have canceled the Loan documents and returned the same to the obligor, then Purchaser shall have no obligation to make any such payment to Seller.
(gj) Seller shall remit loan payments it receives after closing on loans purchased by grant to Purchaser as of the BuyerEffective Time a limited power of attorney, in substantially the form attached hereto as Exhibit A (the "Power of Attorney").
(h) 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 Buyer shall not have priority over Buyer’s security interest in collateral for a Loan transferred to Buyer hereunder.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Bancorp /Nc/)
