Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective Time, Assignee does hereby (i) purchase and accept each Transferred Interest, (ii) assume all of the Assumed Liabilities relating to any such Transferred Interest, (iii), if applicable, confirm that it shall be deemed a party to any Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreement, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities and (iv), if applicable, confirm that it shall be deemed a party to all Receivable Agreements as of the Effective Time relating, and with respect, to such Transferred Interest, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities contained in such Receivable Agreements; provided, however, that Assignor shall remain liable for the obligations of Assignor relating to Reserved Rights; provided, further, that such purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for such Transferred Interest, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery to Assignor of an Assignment and Assumption Agreement for such Transferred Interest. The assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, shall be deemed to release Assignor from all Assumed Liabilities relating to such Transferred Interest.
Purchase and Assumption. The Bank and First Alliance Bank shall have entered into and shall, prior to or contemporaneously with the Closing hereof, consummate the Purchase and Assumption Transaction pursuant to an agreement substantially in the form of Exhibit 1 attached hereto, as a result of which the financial position of the Bank will conform to the Bank Financial Statement referred to in Section 4.4 hereof.
Purchase and Assumption. (a) Subject to the terms and conditions set forth in the Agreement as herein supplemented, modified or amended by the provisions of this Exhibit:
(i) the Assuming Bank hereby assumes, and agrees to pay, perform and discharge, all of the liabilities described in Section 2.1 of the Agreement; provided, that liabilities assumed pursuant to Section 2.1(a) shall be limited to liabilities directly attributable to the Branch;
(ii) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Bank, and the Assuming Bank hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to all of the assets described in Section 3.1 of the Agreement directly attributable to the Branch and such other Assets as listed on Schedule 3.1 of the Agreement;
(iii) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Bank, and the Assuming Bank hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to each business described in Sections 4.2, 4.3, 4.4 and 4.5 of the Agreement directly attributable to the Branch; and
(iv) the Receiver hereby grants to the Assuming Bank each option described in Sections 4.6, 4.7 and 4.8 of the Agreement; provided, that such options shall be limited to assets and businesses directly attributable to the Branch.
(b) The Receiver and the Assuming Bank each hereby agree to be bound by all of the other terms and conditions set forth in the Agreement; provided, that the Assuming Bank's obligations under the Agreement shall be limited to such accounts and other matters directly attributable to the Branch (e.g., certain existing agreements exclusive to the Branch, informational tax reporting and insurance).
Purchase and Assumption. The Owner, in exchange for the payment of the applicable Purchase Price by the Servicing Rights Purchaser on the related Closing Date, shall sell, transfer, assign, set over and convey to the Servicing Rights Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in and to the Servicing Rights relating to Mortgage Loans specified in the related Bxxx of Sale and Servicer Acknowledgement having a Stated Principal Balance in an amount set forth in such Bxxx of Sale and Servicer Acknowledgement. The Servicing Rights Purchaser hereby purchases and assumes such Servicing Rights from the Owner as of the related Closing Date and the Servicer hereby assumes the servicing of the Mortgage Loans specified in the related Bxxx of Sale and Servicer Acknowledgement as of the Transfer Date in accordance with the terms of the related Servicing Agreement. Upon payment by the Servicing Rights Purchaser of the Purchase Price for Servicing Rights as specified in each Bxxx of Sale and Servicer Acknowledgement, the sale, transfer and conveyance of the related Servicing Rights hereunder shall become final and the Servicing Rights Purchaser shall thereupon be fully vested with all legal and beneficial right, title and interest in and to the related Servicing Rights.
Purchase and Assumption. On the terms and conditions set forth ----------------------- in the Standard Terms, incorporated herein by this reference, in each case as the Standard Terms are herein supplemented, modified or amended,
(a) the Assuming Institution hereby assumes, and agrees to pay, perform and discharge, all of the liabilities described in Section 2.1 of the Standard Terms; provided, that liabilities assumed pursuant to Section 2.1(a) -------- shall be limited to liabilities directly attributable to the Branch,
(b) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, and the Assuming Institution hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to all of the assets described in Section 3.1 of the Standard Terms directly attributable to the Branch,
(c) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, and the Assuming Institution hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to each business described in Section 4.2 of the Standard Terms directly attributable to the Branch,
(d) the Receiver hereby grants to the Assuming Institution each option described in Section 4.1, Section 4.3 and
Purchase and Assumption. Assignee hereby accepts the sale, transfer, conveyance, set over and assignment of the Assigned Agreement and purchases, assumes and undertakes all of the duties, liabilities and obligations of Assignor under the Assigned Agreement. Assignee hereby agrees to perform all of the obligations of CCB under the Assigned Agreement and to be bound in all respects by the Assigned Agreement. Exhibit A attached hereto lists the addenda to the Technology Agreement that apply to Assignee. Concurrently with the execution of this Agreement, Assignee shall make payment to Aurum in the amount of $***, which represents the outstanding amounts owed to Aurum under the Assigned Agreement as of the Effective Date.
Purchase and Assumption. 12 3.2 The Closing.........................................................................12 3.3
Purchase and Assumption. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Purchaser the Acquired Assets and Purchaser agrees to purchase the Acquired Assets and assume the Assumed Liabilities from Seller at the Closing.
Purchase and Assumption. Purchase of Assigned Interests 6
Purchase and Assumption. Subject to and in accordance with the terms of this Xxxx of Sale and the Purchase Agreement, the China Asset Buyer (i) hereby purchases, accepts and acquires from the China Asset Seller such China Assets at and as of the Closing Date, and (ii) hereby assumes and agrees to pay, discharge and perform when due, as applicable, such China Liabilities.
