Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: (a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing; (b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults; (c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”); (d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”); (e) An Officer’s Certificate in substantially the form of Schedule 3.5(e); (f) The Memorandum of Understanding; (g) The Draft Closing Statement; (h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and (i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (NBT Bancorp Inc), Purchase and Assumption Agreement (Legacy Bancorp, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than customary title exceptions that do not impair in any material respect Purchaser’s use of any of the Owned Real Property as currently used, easements and restrictions of record or visible from the ground, applicable zoning laws, building restrictions and all other laws of duly constituted public authorities, grants of public rights of way, the rights of landlords under any ground leases relating to the Owned Real Property and the rights of any tenants under written leases), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(l) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) Assignment and assumption agreements in substantially the form of Exhibit 3.5(f), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(g) Assignment and assumption agreements in substantially the form of Schedule 3.5(e3.5(g), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(fh) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(hi) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(j) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(k) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(l) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties);
(m) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Washington Federal Inc), Purchase and Assumption Agreement (Washington Federal Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, as contemplated by Section 2.4; andduly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits and such other customary documentation as shall be reasonably required by Madison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (SOUTH STATE Corp), Purchase and Assumption Agreement (First South Bancorp Inc /Va/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) If applicable, the payment due at Closing pursuant to the last sentence of Section 3.2(a), which shall include the Estimated Payment Amount, if a positive amount, from immediately available funds;
(m) Consents from lessors under the Leased Real Property, to the extent that such consents are required under such leases to effect the assignment of Seller’s interest therein.
(n) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement.
(o) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(p) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby;
(q) The Records; and
(ir) Such other documents The Credit Underwriting Documents. It is understood that the items listed in subsection (k) above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (q) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (First Bancorp /Nc/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Special Warranty Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingfaults;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”);
(e) Sublease assignment and assumption agreements in substantially the form of Schedule 3.5(e), with respect to each of the Branch Leases (the “Sublease Assignments”);
(f) An Officer’s Certificate in substantially the form of Schedule 3.5(e3.5(f);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(i) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller; and
(ij) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Investors Bancorp Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds A deed in substantially the form of Schedule 3.5(a) (the “Grant Deed”), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b) (except as otherwise required by local state law), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsfaults except as provided in Article 5 hereof;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Liabilities (the “Assignment and Assumption Agreement”);
(d) Lease A lease assignment and assumption agreements, in recordable form, agreement in substantially the form of Schedule 3.5(d), with respect to each of the Xxxxx Branch Leases and the ATM Lease (the “Lease AssignmentsAssignment”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of UnderstandingDraft Closing Statement;
(g) The Draft Closing StatementA certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv);
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and2.5;
(i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby; and
(j) The Estimated Payment Amount, if applicable.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Premierwest Bancorp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Limited warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall with respect to the Purchased Branches to Purchaser, free and clear of all Encumbrances, in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Assumed Liabilities (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum Assignment and assumption agreements in substantially the form of UnderstandingSchedule 3.5(f), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(g) The consent of the landlord/lessor to the assignment of the each of the Branch Leases by Seller to Purchaser;
(h) The Option Branch Lease Agreements;
(i) The certificate required to be delivered by Seller pursuant to Section 9.1(e);
(j) The Draft Closing Statement;
(hk) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(l) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificate set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(m) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties with respect to the Purchased Branches) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties and the Option Branches);
(n) Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(o) Seller’s records related to the Deposits assumed by Purchaser hereunder as exist and are in the possession or control of Seller;
(p) All contracts, agreements, leases and other documentation related to the Assets and the Assumed Liabilities;
(q) A certified copy of the resolutions of the board of directors of Seller approving the transactions contemplated hereby;
(r) Copies of the complete personnel files for all Transferred Employees; and
(is) Such other documents as the parties determine agree are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Flagstar Bancorp Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially and to the form Real Property to Purchaser, free and clear of Schedule 3.5(aall Encumbrances (other than Permitted Encumbrances), pursuant in forms to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(g) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect The certificate required to each of the Branch Leases and the ATM Lease (the “Lease Assignments”be delivered by Seller pursuant to Section 9.1(e);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(f) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(g) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(g) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(h) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title), subject only to Permitted Encumbrances;
(i) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(j) The Estimated Payment Amount, if a positive amount, from immediately available funds;
(k) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement;
(l) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(m) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby; and
(n) The Records; and
(o) Keys, combinations and passwords to access all items being transferred to the Purchaser. It is understood that the items listed in subsection (i) Such other documents above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (n) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (HCSB Financial Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(h) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(eThe certificate required to be delivered by Seller pursuant to Section 9.1(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(g) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(h) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(h)-1 (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and a power of attorney, in substantially the form of Exhibit 3.5(h)-2.
(i) Such Affidavits and such other documents customary documentation as shall be reasonably required by Meridian Title Corporation or another title company jointly selected by Purchaser and Seller (the parties determine “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(j) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 1 contract
Samples: Purchase and Assumption Agreement (German American Bancorp, Inc.)
Seller Deliveries. At the ClosingClosing (or, in the case of the documents referenced in clauses (j) and (i) below, within twenty-four (24) hours of the Closing Date), Seller shall or shall cause Republic Bank to, as applicable, deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” free and with clear of all faults provided, however, that Purchaser receives a clean fee title policy upon closingEncumbrances;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), ) pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Liabilities (the “Assignment and Assumption Agreement”);
(d) Lease Subject to Section 7.4, lease assignment and assumption agreements, in recordable form, agreements in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum Subject to Section 7.4, copies of Understandingthe consents of the landlords/lessors to the assignment of the Branch Leases by Seller to Purchaser;
(g) The Draft Closing Statement;
(h) SellerRepublic Bank’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(i) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv);
(j) Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(k) Seller’s files and records related to the Loans, the Loan Documents and the collateral for the Loans as exist and are in the possession or control of Seller as provided in Section 3.7;
(l) Seller’s records related to the Deposits assumed by Purchaser as exist and are in the possession or control of Seller;
(m) The contract, agreements, leases and other documentation related to the Assets and Liabilities;
(n) The Cash on Hand;
(o) Such other Assets to be purchased as shall be capable of physical delivery;
(p) A certified copy of the resolutions of the boards of directors of Seller approving the transactions contemplated by this Agreement; and
(iq) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Place Financial Corp /De/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b3.4(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cb) An an assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law3.4(b), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Assumed Liabilities (the “Assignment and Assumption Agreement”);
(dc) Lease lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d3.4(c), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(d) assignment and assumption agreements in substantially the form of Schedule 3.4(d), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(e) An Officer’s Certificate assignment and assumption agreements in substantially the form of Schedule 3.5(e3.4(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The Memorandum the consent of Understandingthe landlord/lessor to the assignment of the each of the Branch Leases set forth in Schedule 3.4(f) by Seller to Purchaser;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and
(i) Such other documents as the parties determine are reasonably necessary certificate required to consummate the P&A Transaction as contemplated hereby.be delivered by Seller pursuant to Section 9.1(e);
Appears in 1 contract
Samples: Purchase and Assumption Agreement (MVB Financial Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which (the "Grant Deeds") covering the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean conveying good and indefeasible fee title policy upon closingto the Owned Real Property and the Improvements thereon to Purchaser, subject only to Permitted Encumbrances;
(b) A xxxx bill of sale in substantially the form of Schedule 3.5(b) (except as xxxxrwise required by local state law), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Liabilities (the “"Assignment and Assumption Agreement”");
(d) Lease assignment and assumption agreements, in recordable form, agreements in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “"Lease Assignments”");
(e) Subject to the provisions of Section 7.4, such consents of landlords as shall be required pursuant to the terms of such Branch Leases or, to the assignment of the Branch Leases to Purchaser in substantially the form of Schedule 3.5(e) or to a sublease with substantially the same effect (the "Landlord Consents");
(f) Subject to the provisions of Section 7.4, such consents as shall be required pursuant to the terms of such Tenant Leases in connection with the assignment thereof to Purchaser;
(g) Tenant Estoppels from Tenants, in the form substantially set forth in Schedule 3.5(g);
(h) An Officer’s 's Certificate in substantially the form of Schedule 3.5(e3.5(g);
(f) The Memorandum of Understanding;
(gi) The Draft Closing Statement;
(hj) Seller’s 's resignation as trustee or custodian, as applicable, with respect to each XXX IRA or Xxxxx Keogh Account included in the Deposits and designation of Purchaser as successor Purcxxxer ax xxxcessor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(ik) All documentation required to exempt Seller from the withholding requirement of Section 1445 of the Code, consisting of an affidavit from Seller to Purchaser upon penalty of perjury that Seller is not a foreign person and providing Seller's U.S. taxpayer identification number;
(l) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.;
(m) Abstracts to the Owned Real Property, if any; and
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Bremer Financial Corporation)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx bxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX IXX or Xxxxx Kxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and
(i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b3.4(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cb) An an assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law3.4(b), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Assumed Liabilities (the “Assignment and Assumption Agreement”);
(dc) Lease lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d3.4(c), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(d) assignment and assumption agreements in substantially the form of Schedule 3.4(d), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(e) An Officer’s Certificate assignment and assumption agreements in substantially the form of Schedule 3.5(e3.4(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The Memorandum the consent of Understandingthe landlord/lessor to the assignment of the each of the Branch Leases set forth in Schedule 3.4(f) by Seller to Purchaser;
(gi) The the certificate required to be delivered by Seller pursuant to Section 9.1(e);
(j) the Draft Closing Statement;
(hk) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(l) a certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv);
(m) Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(n) Seller’s records related to the Deposits assumed by Purchaser hereunder as exist and are in the possession or control of Seller;
(o) the Contracts, agreements, leases and other documentation related to the Assets and the Assumed Liabilities;
(p) a certified copy of the resolutions of the board of directors of Seller and Parent approving the transactions contemplated hereby;
(q) copies of the complete personnel files for all Transferred Employees;
(r) a servicing and asset management agreement in a form reasonably acceptable to Purchaser and Seller (the “Servicing Agreement”);
(s) a full service lease in a form reasonably acceptable to Parent (as lessor) and Purchaser (as lessee) (the “Headquarter Lease”) providing for the lease of approximately four thousand (4,000) square feet of the Parent’s headquarter building to Purchaser at a fixed rent of Twenty-Five Dollars ($25) per square foot, which lease provides for an initial term of six months from the Closing Date and two optional lease extensions in favor of Purchaser of one year and five years, respectively;
(t) the TSA; and
(iu) Such such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (MVB Financial Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i)-1 (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and a power of attorney, in substantially the form of Exhibit 3.5(i)-2.
(j) Affidavits and such other documents customary documentation as shall be reasonably required by Madison Title Agency LLC as agent for Fidelity National Title Insurance Company or another title company jointly selected by Purchaser and Seller (the parties determine “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Commonwealth Financial Corp /Pa/)
Seller Deliveries. At or prior to the Closing, Seller shall deliver to PurchaserBuyer:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formsale, in substantially the form of Schedule 3.5(d3.6(a);
(b) An assignment, assumption and acceptance agreement, in substantially the form of Schedule 3.6(b), with respect to each of the Branch Leases and the ATM Lease Liabilities (the “Lease Assignments”"Assignment, Assumption and Acceptance Agreement");
(ec) An Officer’s 's Certificate in substantially the form of Schedule 3.5(e3.6(c);
(d) An opinion of Seller's counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer substantially to the effect that: (i) Seller is a bank, duly organized and validly existing under the laws of the state California, with all requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) all Regulatory Approvals required to have been obtained by Seller or its Affiliates have been obtained and are in full force and effect and (iii) this Agreement has been duly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyer) is a valid and legally binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(e) The Draft Closing Statement due 3 days before Closing;
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s 's resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser Buyer as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and
(ig) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Pacific State Bancorp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);[reserved]
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included Deposit in the Deposits an IXX and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) If applicable, the payment due at Closing pursuant to the last sentence of Section 3.2(a), which shall include the Estimated Payment Amount, if a positive amount, from immediately available funds;
(m) Consents from lessors under the Leased Real Property, to the extent that such consents are required under such leases to effect the assignment of Seller’s interest therein.
(n) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement.
(o) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(p) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby;
(q) The Records; and
(ir) Such other documents The Credit Underwriting Documents. It is understood that the items listed in subsection (k) above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (q) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Community Bancshares Inc /Nv/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing(the “Grant Deeds”);
(b) A xxxx of sale in substantially the form of Schedule 3.5(b) (except as otherwise required by local state law), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Assumed Liabilities (the “Assignment and Assumption Agreement”);
(d) Lease assignment Estoppel and assumption agreements, in recordable form, Consent Letters (to the extent required) in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease AssignmentsEstoppel and Consent Letters”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of UnderstandingDraft Closing Statement;
(g) The Draft Closing StatementA certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv);
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and2.5;
(i) An ALTA form of owner policy of title insurance issued by First American (at Seller’s expense) for the Owned Real Property, naming Purchaser as insured having an effective date as of the Closing Date, in form and substance (including any exceptions or exclusions to coverage) satisfactory to Purchaser in its sole and absolute discretion.
(j) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby; and
(k) The Estimated Payment Amount, if applicable.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Heritage Commerce Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included Deposit in the Deposits an IXX and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) The Estimated Payment Amount, if a positive amount, from immediately available funds;
(m) Consents from lessors under the Leased Real Property, to the extent that such consents are required under such leases to effect the assignment of Seller’s interest therein.
(n) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement.
(o) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(p) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby; and
(iq) Such other documents The Records. It is understood that the items listed in subsection (k) above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (q) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Community Bancshares Inc /Nv/)
Seller Deliveries. (a) At the Initial Closing or the Subsequent Closing, as applicable, Seller shall deliver to Purchaser: (i) an executed global assignment of the Loan Documents in respect of the Initial Closing Loans or the Subsequent Closing Loans, as applicable, in
(b) At the Closing, Seller shall deliver to Purchaser:
: (ai) Massachusetts Quitclaim Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
Purchaser; (bii) A xxxx of sale in substantially the form of Schedule 3.5(bExhibit 3.5(b)(ii), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
Purchaser; (ciii) An assignment and assumption agreement in substantially the form of Schedule 3.5(cExhibit 3.5(b)(iii) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(b)(v) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
) and all third party consents obtained pursuant to Section 7.4; (div) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule 3.5(dExhibit 3.5(b)(iv), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and
(i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First NBC Bank Holding Co)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(bExhibit 3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cb) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state lawExhibit 3.5(b), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(dc) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(c), with respect to the Branch Lease (the “Branch Lease Assignment”);
(d) Assignment and assumption agreements in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Equipment Leases and the ATM Lease (the “Equipment Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Deposit in an XXX/Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and including a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as contemplated applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits and such other customary documentation as shall be reasonably required by Section 2.4a title company selected by Purchaser (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) The Records; and
(im) Such other documents as the parties determine are reasonably necessary to consummate effect the P&A Transaction as contemplated herebyPurchaser shall reasonably request.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Investors Bancorp, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each ATM Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch ATM Leases and the ATM Lease (the “ATM Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as contemplated applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits and such other customary documentation as shall be reasonably required by Section 2.4Madison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches; and
(il) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated herebyThe Records.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Bank of Commerce Holdings)
Seller Deliveries. At the Closing, Seller the Sellers shall deliver to the Purchaser:
(ai) Massachusetts Quitclaim Deeds stock certificates representing the Shares, duly endorsed in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingblank or accompanied by stock transfer powers;
(bii) A xxxx of sale the Transition Services Agreement, substantially in substantially the form of Schedule 3.5(b)attached hereto as Exhibit B, pursuant to which duly executed by the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsparties thereto set forth in such agreement;
(ciii) An assignment and assumption agreement the Waste Supply Agreement(s), in substantially the form(s) attached hereto as Exhibit C, duly executed by the parties set forth on Schedule 1.5(a)(iii);
(iv) (a) a certificate from an officer of each Seller, in the form of Schedule 3.5(c) (except attached hereto as otherwise required by local state law)Exhibit D, with respect to certifying (i) the LiabilitiesOrganizational Documents of such Seller, (ii) the Loans resolutions of the board of directors and the stockholder(s) of such Seller authorizing the transactions contemplated by this Agreement, and (iii) the Reimbursement Obligations incumbency and signatures of the officers of such Seller executing the applicable transaction documents and (b) a certificate from the “Assignment state of formation of such Seller within five (5) days before the Closing Date as to the good standing of such Seller;
(v) the resignations and Assumption Agreement”releases, in the forms attached hereto as Exhibit E, of all of the officers, directors and/or managers of the Transferred Companies as set forth in Section 6.8;
(vi) the certificate described in Section 7.2(h);
(dvii) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each reasonable evidence of the Branch Leases completion of the Spin-Off;
(viii) effective possession or control of the Books and Records of the ATM Lease Transferred Companies (the “Lease Assignments”at Closing or as soon as reasonably practical thereafter);
(eix) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) a certificate from each Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits form(s) attached hereto as Exhibit F, in each case prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2), dated as of the Closing Date and designation signed under penalties of Purchaser as successor trustee or custodian with respect thereto, as contemplated perjury by Section 2.4a responsible corporate officer of the applicable Seller; and
(ix) Such other documents as those agreements or documentation evidencing the parties determine arrangements between the Transferred Companies and WM Companies described on Schedule 1.5(a)(x), on terms reasonably and mutually acceptable to the Sellers and the Purchaser (the “Continuing Agreements”); provided that any Continuing Agreements that require a third party consent that has not been obtained prior to the Closing are reasonably necessary not required to consummate be delivered at the P&A Transaction as contemplated herebyClosing pursuant to this clause (x), unless such consent is set forth on Schedule 7.1(g) or Schedule 7.2(g).
Appears in 1 contract
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s fee simple title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;Purchaser.
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(l) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease A lease assignment and assumption agreements, in recordable form, agreement in substantially the form of Schedule Exhibit 3.5(d) (the “Acquired ATM Lease Assignment”);
(e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Branch Tenant Leases and the ATM Lease (the “Lease Tenant Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, as contemplated by Section 2.4; andduly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine are reasonably necessary to consummate avoidance of doubt, meaning in compliance with the P&A Transaction recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as contemplated hereby.applicable, securing each Loan;
Appears in 1 contract
Samples: Purchase and Assumption Agreement (HomeTrust Bancshares, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(l) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, agreements (in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record), in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum Assignment and assumption agreements in substantially the form of UnderstandingExhibit 3.5(f), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(g) The Draft Closing StatementAssignment and assumption agreements in substantially the form of Exhibit 3.5(g), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(h) The certificate required to be delivered by Seller pursuant to Section 9.1(e);
(i) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX Deposit in an IXX or Xxxxx Kxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(j) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(k)-1 (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney in substantially the form of Exhibit 3.5(k)-2 duly executed by Seller in favor of Purchaser;
(l) Affidavits and such other documents customary documentation as shall be reasonably required by the parties determine Title Insurer to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) insuring Purchaser or its designee as owner of marketable fee simple title of each of the Owned Real Properties, subject only to Permitted Encumbrances;
(m) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 1 contract
Samples: Purchase and Assumption Agreement (COMMUNITY BANK NA, a Subsidiary of Community Bank System Inc.)
Seller Deliveries. At the ClosingClosing (or, in the case of the items referenced in clauses (l), (m), (n), (o) and (q) below, within twenty-four (24) hours of the Closing Date, but in each case effective as of the Effective Time), Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds The limited warranty deed, in substantially the form recordable form, and all other instruments of Schedule 3.5(a)conveyance as may be necessary to sell, pursuant transfer and convey all right, title and interest in and to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” free and with clear of all faults provided, however, that Purchaser receives a clean fee title policy upon closingEncumbrances;
(b) Intentionally deleted;
(c) A xxxx bxxx of sale in substantially the form of Schedule 3.5(b), 3.5(c) pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cd) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law3.5(d), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations Liabilities (the “Assignment and Assumption Agreement”);
(de) Lease Subject to Section 7.4, the lease assignment and assumption agreements, in recordable form, agreement and conveyance of improvements (free and clear of all Encumbrances) in substantially the form of Schedule 3.5(d3.5(e), with respect to each of the Branch Leases Shoregate Ground Lease and the ATM Lease Shoregate Building (the “Lease AssignmentsAssignment”);
(ef) The Wickliffe Space Lease in substantially the form of Schedule 3.5(f);
(g) An Officer’s Certificate in substantially the form of Schedule 3.5(e3.5(g);
(fh) The Memorandum Subject to Section 7.4, a copy of Understandingthe consent of the landlord/lessor to the assignment of the Shoregate Ground Lease by Seller to Purchaser;
(gi) The Draft Closing Statement;
(hj) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account IXX included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(k) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv);
(l) Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(m) Seller’s files and records related to the Overdraft Loans;
(n) Seller’s records related to the Deposits assumed by Purchaser as exist and are in the possession or control of Seller;
(o) The contracts, agreements, leases and other documentation related to the Assets and Liabilities;
(p) The Cash on Hand;
(q) Such other Assets to be purchased as shall be capable of physical delivery;
(r) A certified copy of a resolution of the board of directors of Seller approving the transactions contemplated by this Agreement; and
(is) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby. All of the foregoing documents requiring execution by Seller shall be duly executed by Seller, and duly acknowledged by Seller if required for recording or other reasons.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Place Financial Corp /De/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included Deposit in the Deposits an IXX and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, as contemplated by Section 2.4; andduly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits and such other customary documentation as shall be reasonably required by Madison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 1 contract
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s fee simple title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(1) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);):
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);):
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e);, with respect to each of the Tenant Leases (the “Tenant Assignments”'):
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1 (e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, as contemplated by Section 2.4; andduly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5
(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine are reasonably necessary to consummate avoidance of doubt, meaning in compliance with the P&A Transaction recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as contemplated hereby.applicable, securing each Loan;
Appears in 1 contract
Samples: Purchase and Assumption Agreement
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment Assignment and assumption agreements, in recordable form, agreements in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Equipment Leases and the ATM Lease (the “Equipment Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and
(i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sunshine Bancorp, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(l) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) Assignment and assumption agreements in substantially the form of Exhibit 3.5(f), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(g) Assignment and assumption agreements in substantially the form of Schedule 3.5(e3.5(g), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(fh) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(hi) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(j) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(k) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(l) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(m) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Special Warranty Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingfaults;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, except for Commercial Loans as contemplated by Section 3.7, (ii) the Consumer Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”);
(e) Sublease assignment and assumption agreements in substantially the form of Schedule 3.5(e), with respect to each of the Tenant Leases (the “Sublease Assignments”);
(f) An Officer’s Certificate in substantially the form of Schedule 3.5(e3.5(f);
(fg) The Memorandum of Understanding;
(gh) The Draft Closing Statement;
(hi) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(j) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller; and
(ik) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Niagara Financial Group Inc)
Seller Deliveries. At the Closing, Seller shall deliver or cause to Purchaserbe delivered to Buyer:
(a) Massachusetts Quitclaim Deeds A certificate, dated the Closing Date, signed by an authorized officer of Seller confirming the statements set forth in substantially Section 3.2(a) and Section 3.2(b) and attaching thereto (i) copies of the form Organizational Documents of Schedule 3.5(a)Seller and (ii) resolutions of Seller authorizing the execution, pursuant delivery and performance of the Transaction Documents to which it is a party and the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with consummation of all faults provided, however, that Purchaser receives a clean fee title policy upon closingtransactions contemplated thereby;
(b) A xxxx The Xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” Sale and with all faultsAssignment and Assumption Agreement;
(c) An assignment All Books and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”)Records;
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form The Consents to Assignment of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”)Assumed Contracts contemplated by Section 6.5;
(e) An Officer’s Certificate A certification of non-foreign status executed by Seller in substantially the form of Schedule 3.5(eprescribed by Treasury Regulations Section 1.1445-2(b)(2);
(f) The Memorandum Evidence satisfactory to Nexeo of Understandingthe termination of the CSD Service Agreements contemplated by Section 6.4(a);
(g) The Draft Closing StatementIntercoastal Lease;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect Documentation required by the applicable financial institution to each XXX or Xxxxx Account included in transfer control of the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4STX Bank Accounts from Seller to Nexeo; and
(i) Such All other documents as reasonably requested by Buyer to be delivered by Seller in connection with the parties determine are reasonably necessary to consummate consummation of the P&A Transaction as transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nexeo Solutions Holdings, LLC)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);[reserved]
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) If applicable, the payment due at Closing pursuant to the last sentence of Section 3.2(a), which shall include the Estimated Payment Amount, if a positive amount, from immediately available funds;
(m) Consents from lessors under the Leased Real Property, to the extent that such consents are required under such leases to effect the assignment of Seller’s interest therein.
(n) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement.
(o) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(p) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby;
(q) The Records; and
(ir) Such other documents The Credit Underwriting Documents. It is understood that the items listed in subsection (k) above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (q) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Bancorp /Nc/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx bill of sale in substantially the form of Schedule 3.5(bExhibit 3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cb) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state lawExhibit 3.5(b), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(dc) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(c), with respect to the Branch Lease (the “Branch Lease Assignment”);
(d) Assignment and assumption agreements in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Equipment Leases and the ATM Lease (the “Equipment Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) SellerSexxxx’s resignation as trustee or custodian, as applicable, with respect to each XXX or Deposit in an IRA/Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Documents Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as contemplated applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits and such other customary documentation as shall be reasonably required by Section 2.4a title company selected by Purchaser and reasonably acceptable to Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) The Records; and
(im) Such other documents as the parties determine Purchaser reasonably determines are reasonably necessary to consummate the P&A Transaction as contemplated herebyTransaction.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Pathfinder Bancorp, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to the Branch Lease (the “Branch Lease Assignment”);
(e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Branch Equipment Leases and the ATM Lease (the “Equipment Lease Assignments”);
(ef) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule 3.5(eExhibit 3.5(f);
, with respect to each of the Assumed Contracts (f) The Memorandum of Understandingthe “Assumed Contract Assignments”);
(g) The Draft Closing Statementcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Deposit in an XXX/Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and;
(i) Such A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(j) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(k) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller(the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(l) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are reasonably necessary in Seller’s possession or control related to consummate the P&A Transaction as contemplated hereby.safe deposit box business at the Branches; and
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sun Bancorp Inc /Nj/)
Seller Deliveries. At the Closing, Seller shall take the following actions (or cause such actions to be taken):
2.2.1 deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form Purchaser a bill of Schedule 3.5(a)sale, pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Bill of Sale”), executed by Xxxxxx;
2.2.2 deliver to Purchaser assignments of all of the Transferred Intellectual Property (the “IP Assignments”), executed by Seller;
2.2.3 deliver to Purchaser an executed amendment to the MIT Agreement, substantially in the form attached hereto as Exhibit A (the “MIT Amendment”) duly executed by Seller and MIT;
2.2.4 deliver to Purchaser evidence of notice to MIT of the assignment of the MIT Agreement, as required by Section 10 thereunder;
2.2.5 deliver to Purchaser an executed assignment of the MIT Agreement, substantially in the form attached hereto as Exhibit B (the “MIT Assignment and Assumption Agreement”);
(d) Lease assignment 2.2.6 subject to Section 5.6, deliver to Purchaser possession or control of the Transferred Personal Property and assumption agreementsthe Seller Technology in Seller’s possession or control;
2.2.7 deliver to Purchaser the certificate contemplated by Section 6.2.3;
2.2.8 deliver to Purchaser an IRS Form W-9 executed by Xxxxxx;
2.2.9 deliver to Purchaser a list of all actions that, in recordable formto the Knowledge of Seller, in substantially must be taken within 60 days after the form of Schedule 3.5(d), Closing Date with respect to each maintaining any of the Branch Leases and the ATM Lease (the “Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4Seller Registered Intellectual Property; and
(i) Such 2.2.10 deliver to Purchaser such other documents customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as the parties determine are reasonably necessary may be required to consummate the P&A Transaction as contemplated herebygive effect to this Agreement.
Appears in 1 contract
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included Deposit in the Deposits an IXX and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) If applicable, the payment due at Closing pursuant to the last sentence of Section 3.2(a), which shall include the Estimated Payment Amount, if a positive amount, from immediately available funds;
(m) Consents from lessors under the Leased Real Property, to the extent that such consents are required under such leases to effect the assignment of Seller’s interest therein.
(n) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement.
(o) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(p) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby;
(q) The Records; and
(ir) Such other documents The Credit Underwriting Documents. It is understood that the items listed in subsection (k) above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (q) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Community Bancshares Inc /Nv/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingThe Deeds;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(j) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment Assignment and assumption agreements, in recordable form, agreements in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Tenant Leases and the ATM Lease (the “Tenant Assignments”) and, subject to Section 7.4(b), estoppel certificates from the subtenants under the Tenant Leases;
(e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(ef) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule 3.5(e3.5(f);
, with respect to each of the Assumed Contracts (f) The Memorandum of Understandingthe “Assumed Contract Assignments”);
(g) The Draft Closing Statementcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX Deposit in an IXX or Xxxxx Kxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(i) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(j)-1 (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the certain actions on Seller’s behalf in substantially the form of Exhibit 3.5(j)-2;
(k) Affidavits and such other customary documentation as shall be reasonably required by the Title Insurer and reasonably acceptable to Seller (and not increasing Seller’s obligations beyond its obligations under this Agreement, taking into consideration the caps, baskets and survival periods set forth in this Agreement) to issue Title Insurance with respect to the Real Property insuring Purchaser or its designee as owner of marketable fee simple title in the case of each of the Owned Real Properties, subject to only Permitted Encumbrances;
(l) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(m) The Records;
(n) If required pursuant to Section 2.1.4, the Leased Branch Lease Agreements; and
(io) Such other documents as A mxxx-up and signed commitment by the parties determine are reasonably necessary Title Insurer to consummate issue the P&A Transaction as contemplated herebyTitle Insurance.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Financial Corp /In/)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s fee simple title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(l) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, as contemplated by Section 2.4; andduly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) Such an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other documents real property security instrument, as applicable, in recordable form (for the parties determine are reasonably necessary to consummate avoidance of doubt, meaning in compliance with the P&A Transaction recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as contemplated hereby.applicable, securing each Loan;
Appears in 1 contract
Samples: Purchase and Assumption Agreement (FS Bancorp, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(cb) An assignment and assumption agreement in substantially the form of Schedule 3.5(c3.5(b) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(dc) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(c), with respect to each of the Branch Leases (the “Lease Assignments”);
(d) Tenant sublease assignment and assumption agreements in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Tenant Sublease Assignments”);
(e) All Records relating to the Purchased Loans (including, among other things, all original Purchased Loan documents) and Deposits;
(f) An Officer’s Certificate in substantially the form of Schedule 3.5(e3.5(f);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(i) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller; and
(ij) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Investors Bancorp Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(cb) An assignment and assumption agreement in substantially the form of Schedule 3.5(c3.5(b) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the except for Loans and (iii) the Reimbursement Obligations as contemplated by Section 3.7 (the “Assignment and Assumption Agreement”);
(dc) Lease A lease assignment and assumption agreements, in recordable form, agreements in substantially the form of Schedule 3.5(d3.5(c), with respect to each of the Branch Leases and the ATM Lease (the “Lease AssignmentsAssignment”);
(d) The consent of the landlord/lessor to the assignment of the Branch Lease by Seller to Purchaser;
(e) An Officer’s Certificate in substantially The consent for the form assignment and transfer to Purchaser as of Schedule 3.5(e)the Closing Date of the Small Business Administration for all the Commercial Loans that are included as Loans;
(f) The Memorandum assignment of Understandingthe Letter of Credit Security Agreements and all rights thereunder to Purchaser;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(i) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller;
(j) Seller’s keys to the safe deposit boxes and all other Records related to the safe deposit box business at the Branch;
(k) The Loan Documents and the collateral for the Loans, other than those documents which are specifically set forth on Schedule 3.5(k) of the Seller Disclosure Schedule;
(l) A certified copy of the resolutions of the board of directors of Seller approving the transactions contemplated by this Agreement; and
(im) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Emclaire Financial Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially and to the form Real Property to Purchaser, free and clear of Schedule 3.5(aall Encumbrances (other than Permitted Encumbrances), pursuant in forms to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx bxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(h) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment Assignment and assumption agreements, in recordable form, agreements in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease Assumed Contracts (the “Lease Assumed Contract Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(eThe certificate required to be delivered by Seller pursuant to Section 9.1(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included Deposit in the Deposits an IXX/Kxxxx and each Investment Management and Trust Services Relationship, as applicable, and designation of Purchaser as successor trustee or custodian with respect thereto;
(g) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(h) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as contemplated applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(i) Affidavits and such other customary documentation as shall be reasonably required by Section 2.4a title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title, subject only to Permitted Encumbrances;
(j) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(k) The Records; and
(il) Such other documents as the parties determine agree are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Shore Bancshares Inc)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in substantially the form of Schedule 3.5(a), pursuant and to which the Owned Real Property shall to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be transferred to Purchaser “AS IS”, “WHERE IS” reasonably agreed upon by Seller and with all faults provided, however, that Purchaser receives a clean fee title policy upon closingPurchaser;
(b) A xxxx of sale in substantially the form of Schedule Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(c) An assignment and assumption agreement in substantially the form of Schedule Exhibit 3.5(c) (except as otherwise required by local state law), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits;
(d) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits, indemnities and such other customary documentation as shall be reasonably required by a reputable national title company selected by Purchaser and approved by Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) The Estimated Payment Amount, if a positive amount, from immediately available funds;
(m) Consents from lessors under the Leased Real Property, to the extent that such consents are required under such leases to effect the assignment of Seller’s interest therein.
(n) Consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement.
(o) Any documentation evidencing collateral securing the Loans and any such collateral in the possession of Seller;
(p) A certified copy of a resolution of the Board of Directors of Seller, or its Executive Committee, approving the sale of the Branches contemplated by Section 2.4hereby; and
(iq) Such other documents The Records. It is understood that the items listed in subsection (k) above shall be transferred after the Branches have closed for business on the Closing Date and that the items listed in subsection (q) above shall be transferred as soon as practicable after the parties determine are reasonably necessary to consummate Closing, but in no event more than five (5) Business Days after the P&A Transaction as contemplated herebyClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Carolina Financial Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(bExhibit 3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cb) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state lawExhibit 3.5(b), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(g) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(dc) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule 3.5(dExhibit 3.5(c), with respect to each of the Branch Leases and the ATM Lease (the “Branch Lease Assignments”);
(ed) An Officer’s Certificate in substantially the form of Schedule 3.5(eThe certificate required to be delivered by Seller pursuant to Section 9.1(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(he) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto;
(f) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(g) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(g) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as contemplated applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(h) Affidavits and such other customary documentation as shall be reasonably required by Section 2.4; andMadison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(i) Such The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other documents records as exist and are in Seller’s possession or control related to the parties determine are reasonably necessary to consummate safe deposit box business at the P&A Transaction as contemplated hereby.Branches; and
Appears in 1 contract
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx bxxx of sale in substantially the form of Schedule 3.5(bExhibit 3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faultsPurchaser;
(cb) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state lawExhibit 3.5(b), with respect to (i) the Assumed Liabilities, (iiexcept for Loans as contemplated by Section 3.5(i) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(dc) Lease assignment and assumption agreements, in recordable formform with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Schedule Exhibit 3.5(c), with respect to the Branch Lease (the “Branch Lease Assignment”);
(d) Assignment and assumption agreements in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Equipment Leases and the ATM Lease (the “Equipment Lease Assignments”);
(e) An Officer’s Certificate Assignment and assumption agreements in substantially the form of Schedule Exhibit 3.5(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The Memorandum of Understandingcertificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included Deposit in the Deposits an IXX/Kxxxx and designation of Purchaser as successor trustee or custodian with respect thereto;
(h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and including a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as contemplated applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(j) Affidavits and such other customary documentation as shall be reasonably required by Section 2.4a title company selected by Purchaser (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to Permitted Encumbrances;
(k) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches;
(l) The Records; and
(im) Such other documents as the parties determine are reasonably necessary to consummate effect the P&A Transaction as contemplated herebyPurchaser shall reasonably request.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)
