Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), SELLER shall, with respect to the Offices: (a) deliver to BUYER at the Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and (b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing ; (c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F. (d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans: (i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and (ii) a trial balance listing of records of account; and (iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and (e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and (f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and (g) execute, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and (h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and (i) assign to BUYER all SELLER's rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets.
Appears in 2 contracts
Samples: Office Purchase and Assumption Agreement (Isb Financial Corp/La), Office Purchase and Assumption Agreement (Isb Financial Corp/La)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereofstated), SELLER shall, with respect to the Officesexcept as otherwise provided in this Agreement:
(a) a. deliver to BUYER at the Offices Office (i) such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and
(bii) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing ;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.
(d) assign, transfer, and make available to BUYER such of the following records as exist material files, records, and are available and maintained at the Offices documents (in whatever form or medium then maintained by SELLER) pertaining to the Assets and the Deposit Liabilities and Office Loans:
(i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with (iii) all safekeeping agreements, receipts, and other documents pertaining to all safekeeping items held by the contents Office for customers at the time of the safe deposit boxes maintained Closing, and (iv) all safekeeping items held by the Office for customers at the Offices, as the same exist as time of the close of business on the day immediately preceding the Closing Date (Closing, subject to the terms and conditions provisions of the leases or other agreements relating to the same) and all securities applicable agreements, receipts, and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); anddocuments pertaining thereto;
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) b. execute, acknowledge and (if required pursuant to applicable law), and/or deliver to BUYER the Certificate of SELLER in the form of attached Schedule L, the Instrument of Assumption in the form of attached Schedule M, the Instrument of Assumption of IRAs in the form of attached Schedule N, the Xxxx of Sale and Receipt in the form of attached Schedule O, a Limited Warranty Deed in the form of attached Schedule P for the county in which the Owned Real Estate is situated, the Settlement Statement in the form of attached Schedule Q, all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement, and any other documents which BUYER has furnished to SELLER not later than ten business days prior to the Closing that are necessary to consummate the transactions contemplated by this Agreement and are in such form as is reasonably acceptable to SELLER; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and c. deliver to BUYER updated Schedules C, D, E, R, and, if applicable, updated Schedules F and I as of the contract, promissory note or other evidence close of indebtedness related business three calendar days immediately preceding the Closing Date.
d. deliver to BUYER any funds required to be paid by SELLER to BUYER at the Closing pursuant to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; andterms of this Agreement.
(i) assign e. deliver to BUYER all SELLER's rights in and a certification to the Assumed Contracts which are assignable and which constitute part effect that it is not a “foreign person” within the meaning of Section 1445 of the AssetsInternal Revenue Code of 1986, as amended.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Middlefield Banc Corp), Purchase and Assumption Agreement (Commercial Bancshares Inc \Oh\)
Seller's Actions at Closing. At Closing, Sellers shall deliver to Purchaser at Sellers’ sole cost and expense, the Closing (unless another time is specifically stated in Section 6.04 hereof), SELLER shall, with respect to the Officesfollowing:
(a) deliver Such bills of sale duly executed by the respective Seller and other transfer instruments effectively vesting Purchaser with good and marketable title to BUYER the Purchased Assets, in such form and of such content that is satisfactory to Purchaser in the exercise of its reasonable discretion.
(b) Fully and properly executed transfers of MSOs for all New Vehicles transferred to Purchaser.
(c) A certificate executed by an authorized officer of each Seller’s general partner certifying to the matters in Section 10.1(c), as updated by the Representation Update Notices.
(d) A certificate of existence for each Seller from the State of Texas.
(e) A copy of resolutions duly adopted by each Seller’s general partner authorizing and approving such Seller’s performance of the transactions contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of such Seller’s general partner, as true and complete and in full force in effect and not modified as of the Closing, together with all consents from limited partners of each Seller consenting to the transaction.
(f) Possession of the Purchased Assets.
(g) VIT Agreements, duly executed by Sellers.
(h) A cross-receipt, duly executed by Sellers, acknowledging receipt of the Asset Purchase Price and containing a closing settlement statement reflecting the calculations utilized by the parties to arrive at the Offices such dollar amounts reflected in the cross-receipt.
(i) Assignment and assumption agreement for the Assumed Contracts and the Assumed Liabilities in the form and of a content mutually agreed upon by the Assets purchased hereunder as shall parties (“Assignment and Assumption Agreement”) duly executed by Sellers.
(j) A completed Texas Comptroller Form 01-917, Statement of Occasional Sale.
(k) An escrow agreement in the form and of a content mutually agreed upon by the parties (“Escrow Agreement”), duly executed by Sellers.
(l) Leases, duly executed by each applicable Affiliate of a Seller (the “Post Closing Leases”) in the form of Exhibit D and Exhibit D-1, respectively, attached hereto, and to cause the SNDA to be capable of physical deliveryexecuted by the applicable Lienholder (if any).
(m) Furnish, including, without limitationor make available, all assets comprising available keys or key fobs to any door or lock on the safe deposit box businessReal Estate and all vehicles being purchased hereunder.
(n) Such other documents and instruments reasonably requested by Purchaser, duly executed by the party from whom such is requested.
(o) A payoff, termination and discharge letter, in form and substance reasonably satisfactory to the Purchaser, from each holder of each Seller’s debt (or Affiliate’s debt where such debt creates a Lien on Purchased Assets) as of immediately prior to the Closing, and such other payoff letters, Lien releases, mortgage satisfactions and/or UCC-3 termination statements (or commitments by the lenders to deliver the same), in form and substance reasonably satisfactory to Purchaser, as the Purchaser may reasonably request to evidence the release and discharge (or commitment to release and discharge) of all Liens (other than inchoate liens for Taxes not yet due and payable and landlord’s liens (if any) under the Real Estate Leases), if any, of on the Offices; andPurchased Assets.
(bp) executeTo the extent permissible under Applicable Laws and requested by Purchaser, acknowledge and deliver to BUYER all such Limited Warranty Deeds Purchaser a continuing use agreement (qualifiedthe “Continuing Use Agreement”), in form and substance reasonably satisfactory to the parties, under which each Seller will permit Purchaser, or its Affiliate, to continue to use the applicable Dealership’s dealer license and dealer number following the Closing date for the interim period stated in the Continuing Use Agreement.
(q) Cause Kings Road Realty, Ltd. to assign to Purchaser that certain Lease Agreement, dated January 13, 2005, by and between Axx X. Xxxxxxxx, XX and Hxxxx X. Xxxxxxxx, III and LGTF Auto Investors, Inc., as necessaryassigned to Kings Road Realty, Ltd. pursuant to reflect all Permitted Exceptionsthat certain Lessor’s Consent to Assignment of Lease Agreement and Amendment to Lease Agreement, dated November 1, 2007, by and between Axx Xxxxxxxx Cxxx F/K/A Axx X. Xxxxxxxx, XX and Hxxxx X. Xxxxxxxx, III and Kings Road Realty, Ltd., and evidence of termination of any subleases with respect thereto.
(r) A transition services agreement in the form and of a content mutually agreed upon by the parties (“Transition Services Agreement”), endorsements, assignments, bills of sale, in form and other instruments of conveyance, assignment, and transfer as shall substance reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating satisfactory to the Owned Real Estateparties, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing ;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and
(i) assign to BUYER all SELLER's rights in and to the Assumed Contracts which are assignable and which constitute part of the AssetsSellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, SELLER shall, with respect to the OfficesSeller is:
(a) deliver executing and delivering to BUYER at Purchaser (i) a xxxx of sale for the Offices such Cash Assets, Equipment and Inventory, in substantially the form of Exhibit 4.02(a)(i) (the "Xxxx of Sale"), (ii) an assignment of the Assets purchased hereunder as shall be capable Receivables in substantially the form of physical delivery, including, without limitation, all assets comprising Exhibit 4.02(a)(ii) (the safe deposit box business, if any, "Assignment of Receivables") and (iii) an assignment and assumption of the Offices; andContracts in substantially the form of Exhibit 4.02
(a) (iii) (the "Assignment and Assumption of Contracts");
(b) execute, acknowledge executing and deliver to BUYER all delivering such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, other good and other sufficient instruments of conveyance, assignmentassignment and transfer, in form and transfer as shall substance reasonably be necessary or advisable and reasonably acceptable satisfactory to SELLER to consummate the salePurchaser's Counsel, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required requested by BUYER, required by other provisions of this Agreement, or reasonably necessary Purchaser to effectuate vest in such Purchaser good and marketable title to the Closing Purchased Assets;
(c) execute, acknowledge and deliver delivering or relinquishing to BUYER a duly executed and recordable assignment to BUYER Purchaser physical possession of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.Purchased Assets wherever located;
(d) assign, executing and delivering for filing with the Secretary of State of Maryland an amendment to Seller's Articles of Incorporation or qualification documents of Seller eliminating from its name the initials or word "STD" and corresponding documents for filing in the states where it is qualified;
(e) executing and delivering to Purchaser the limited power of attorney referred to in Section 9.06 (the "Limited Power of Attorney");
(f) delivering to Purchaser an employment agreement in substantially the form of Exhibit 4.02(f) (the "Xxxx Employment Agreement") executed by Xxxx;
(g) delivering written consents to the transfer or assignment to Purchaser of all Material Contracts where the consent of any other party to any such Material Contract may be required for such assignment or transfer, and make available without any material changes in the other terms of such Material Contracts;
(h) delivering to BUYER such Purchaser a copy of the following records resolutions of the Boards of Directors of all corporate Seller Parties together with any and all required resolutions or consents of such parties' shareholders and appropriate incumbency certificates, duly certified by an officer of such Seller Party, approving the execution and delivery of this Agreement and the consummation of all of the transactions contemplated hereby;
(i) delivering to Purchaser a favorable opinion of each of Xxxxxx Xxxxxx White & XxXxxxxxx ("Seller's Counsel") (as exist to Federal and are available California law), Xxxxxx, Feinblatt, Rothman, Hoffberger & Xxxxxxxxx, LLC (as to Maryland law), Xxxxxxx Xxxx & Xxxxxxx (as to Bermuda law) and maintained at Xxxxxx Westwood & Riegels (as to British Virgin Islands law) dated the Offices (Contract Date or the Closing Date and in whatever form or medium then maintained by SELLER) pertaining and substance reasonably satisfactory to Purchaser's Counsel to the Deposit Liabilities and Office Loanseffect that:
(i) originals or copies Each of signature cardsthe corporate Seller Parties is duly organized, ordersvalidly existing and in good standing under its jurisdiction of incorporation, contractshas all requisite corporate power and authority to own its property and other assets and conduct its business as such counsel is advised it is now being conducted, and agreements between SELLER is duly qualified and depositors in good standing as a foreign corporation authorized to do business in the jurisdictions listed in Schedule 5.01;
(ii) Neither the execution, delivery or performance of this Agreement nor, to the extent a party thereto, the Escrow Agreement, Xxxx of Sale, Assignment of Receivables, Assignment and Assumption of Contracts and Limited Power of Attorney (collectively, "Seller's Other Agreements"), with or without the giving of notice or the passage of time, or both, conflict with or violate (i) any provision of the Offices Seller Parties' corporate documents or (ii) any legal requirement, or any order or decree known to such counsel of any court or other governmental agency or instrumentality applicable to any of the Seller Parties;
(iii) Each of the corporate Seller Parties has the full corporate power and borrowers authority to enter into this Agreement and the Seller's Other Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby;
(iv) All proceedings required to be taken by each of the corporate Parties and its shareholders to authorize the execution, delivery and performance of this Agreement and Seller's Other Agreements to which it is a party have been properly taken and this Agreement and the Seller's Other Agreements to which it is a party constitute legal, valid and binding and obligations of such Seller Party, enforceable in accordance with respect their terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally and subject to Office Loansthe discretion of a court in granting equitable remedies;
(v) The bills of sale, assignments and records other documents and instruments being delivered to Purchaser to transfer all of similar characterSeller's right, title and interest in and to the Purchased Assets are in proper form to convey such title (no opinion, however, is being given as to Seller's title to the assets being conveyed);
(vi) Except as set forth in this Agreement, no registration with, or approval, consent or action by, any legal body is required in connection with the execution, delivery and performance by such Seller Party of this Agreement or of any of the Seller's Other Agreements to which it is a party; and
(vii) To the best of such counsel's knowledge after due inquiry of its client, and except as set forth in schedules to this Agreement, there is no legal proceeding pending or threatened in writing against Seller. In rendering the opinion specified above, such counsel may (i) rely upon reports of public officials and, as to matters of fact, upon certificates of any officer or officers of the Seller Parties; provided, however, that the extent of such reliance is specified in the opinion and such reports and certificates are annexed to such opinion and (ii) assume the genuineness of all signatures on, and the authenticity of, documents and conformity with the original of any copies of such documents.
(j) delivering a trial balance listing financing statement, judgment and tax lien search of records the appropriate Maryland authorities dated no earlier than 15 days prior to the Closing Date confirming that there are no financing statements, judgment or tax liens of accountrecord with respect to the Purchased Assets or have delivered properly executed termination statements or releases therefor; and
(iiik) all other miscellaneous records, statements delivering a "good standing certificate" and other data a "tax status certificate" from Maryland and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business appropriate governmental agencies of the Offices transferred to BUYER hereunder various jurisdictions as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business listed on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices Schedule 5.01 for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and Seller dated no earlier than 15 days prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and
(i) assign to BUYER all SELLER's rights in and to the Assumed Contracts which are assignable and which constitute part of the AssetsDate.
Appears in 1 contract
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereofstated), SELLER shall, with respect to the Offices:
(a) deliver to BUYER at the Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds limited warranty deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, ,construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to’s possession; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing Closing;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Office Lease and a deliver to BUYER any (i) written consent to of any such landlord as shall be necessary for the effective assignment from the landlord of the Third Party Office Lease all and the assumption thereof by BUYER, and (ii) consent necessary to assign or transfer to BUYER, or substitute BUYER as landlord under, the lease by which a third-party leases space in substantially as set forth the Owned Real Estate, in SCHEDULE F.each case in form and content reasonably satisfactory to BUYER it being understood that, in the case of the foregoing (i) and (ii), that the assignment of said leases in their current form or without material changes shall be satisfactory to BUYER.
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or signature cards and XXX plan and account documents (which will be provided in electronic media form and format acceptable to BUYER and delivered directly to BUYER from SELLER’s image storage vendor. BUYER shall contract directly with such vendor, at BUYER’s expense, to obtain paper copies of signature cards, electronically stored documents); and
(ii) other orders, contracts, and agreements between SELLER and depositors of the Offices with respect to the Deposit Liabilities and borrowers with respect to Office Loans, and records of similar character; and
character (ii) a trial balance listing of records of account; and
(iii) all other miscellaneous recordswhich may be provided, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Officesoption of SELLER, as the same exist as of the close of business in electronic format on the day immediately preceding the Closing Date CD-ROM or otherwise) excepting, specifically (subject to the terms A) W8 and conditions of the leases or other agreements relating to the sameW9 forms which BUYER may obtain from customers, (B) internally generated CTR and all securities and other recordsSAR forms, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and
(i) assign to BUYER all SELLER's rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (CSB Bancorp Inc /Oh)
Seller's Actions at Closing. At On the Closing (unless another time is specifically stated in Section 6.04 hereof)Date, SELLER the Seller shall, with respect to the Offices:
(a) deliver to BUYER at the Offices Purchaser such of the Assets purchased hereunder as shall be are capable of physical delivery, including, without limitation, all assets comprising records, documents, data and files of Seller relating to the safe deposit box businessAssets and Liabilities and keys and combinations to the Branch premises, if any, of the Offices; andexcept as otherwise provided elsewhere in this Agreement;
(b) execute, acknowledge and deliver to BUYER Purchaser all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, special warranty deeds, limited powers of attorney and other instruments of conveyance, assignment, assignment and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, assignment and transfer of the Assets sold or assigned to BUYER Purchaser as provided herein; provided that all of the documents and instruments to be delivered by Seller hereunder shall be in form and such other documents as the title company may substance reasonably require; the originals of all blueprints, construction plans, specifications and plat relating satisfactory to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing counsel for Purchaser;
(c) execute, acknowledge and deliver such affidavits as shall be reasonably required by Purchaser’s title insurance company to BUYER a duly executed and recordable assignment enable Seller to BUYER of deliver title to the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially Real Estate Interests as set forth in SCHEDULE F.required by this Agreement;
(d) deliver title insurance policies issued by a title insurance company reasonably acceptable to Purchaser insuring Purchaser’s fee simple interest in the Real Estate Interests, at Seller’s expense;
(e) deliver possession of the Real Estate Interests in the condition existing on the date hereof, reasonable wear and tear excepted;
(f) assign, transfer, transfer and make available deliver to BUYER such Purchaser each of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities Deposits on the Closing Date: signature cards (in electronic format), orders and Office Loans:
(i) originals or copies of signature cards, orders, contracts, and agreements contracts between SELLER Seller and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing canceled checks and/or negotiable orders of records of accountwithdrawal, if any; and
(iii) and all other miscellaneous records, statements and materials maintained by Seller at the Branches relative to any Deposit; provided, however, with respect to the records, statements, other data and materials not maintained by SELLER relative at the Branches, Seller shall provide Purchaser with reasonable access to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; andsuch records as provided in this Agreement;
(eg) assign, transfer, transfer and deliver to BUYER such safe deposit the contents, keys, documents and safekeeping files and other records (in whatever form or medium then maintained by SELLER) at the Branches directly pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, Branches (whether rented or unrented) as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); andDate;
(fh) make available and transfer to BUYER Purchaser on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER Purchaser pursuant to the terms of this Agreement;
(i) execute, acknowledge and deliver a non-foreign person affidavit pursuant to Section 1445 of the Internal Revenue Code; and
(gj) execute, acknowledge and deliver to BUYER Purchaser the certificate provided for in Section 6.03 and all other certificates and other documents and information required to be delivered to BUYER Purchaser by SELLER Seller at the Closing pursuant to the terms of this Agreement; and
(h) assign , including without limitation the updated exhibits and information required by endorsement substantially Section 1.03 hereof and an electronic file of data respecting the Deposits and Loans in a form format acceptable to Purchaser. Seller agrees that it will preserve and safely keep, for so long as provided in SCHEDULE M attached heretomay be required under applicable law, transfer all of the records, documents, data and deliver files not transferred to BUYER the contract, promissory note or other evidence of indebtedness related Purchaser which relate to the Office Loans together Assets and Liabilities, for the mutual benefit of itself and Purchaser. Purchaser agrees that it will preserve and safely keep, for so long as may be required under applicable law, all of the files and records transferred to Purchaser which relate to the Assets and Liabilities, for the mutual benefit of itself and Seller. All files and records relating to the Assets or the Liabilities held by either party will be open for inspection for reasonable purposes by the other party and its authorized agents, representatives and regulators during regular business hours after the Closing Date, and the party with the loan file right of inspection may, at its own expense, make copies of excerpts from such files and records (in whatever form or medium then maintained as it deems desirable. For purposes of this Section 1.07, where possible, physical delivery may be accomplished by SELLER) pertaining the transfer of control over the Branches from Seller to such Office Loans; and
(i) assign to BUYER all SELLER's rights in and to Purchaser at the Assumed Contracts which are assignable and which constitute part of the AssetsClosing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Franklin Bank Corp)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, SELLER Seller shall, with respect to the Offices:
(a) deliver Deliver to BUYER at Purchaser good, marketable, unencumbered (except for Permitted Encumbrances), fee simple title to the Offices Owned Real Property by way of a special warranty deed in form and substance reasonably satisfactory to Purchaser.
(b) Deliver to Purchaser (i) an estoppel certificate from each landlord under a Branch Lease and such consents of landlords to the assignment of the Assets purchased hereunder Branch Leases to Purchaser as shall be required pursuant to the terms of the Branch Leases, in substantially the form attached hereto as Exhibit C and (ii) a short form of lease in recordable in the form executed by the applicable landlord for the Branch Lease identified on Schedule 1.8(b).
(c) Assign to Purchaser all of Seller’s rights in and to the Personal Property Leases.
(d) Deliver to Purchaser (i) the Assets which are capable of physical delivery, including(ii) all records and documentation relating thereto (except for Loan Files for which physical possession may be delivered post-Closing in accordance with Section 2.6(a) of this Agreement), without limitation(iii) a xxxx of sale in substantially the form of Exhibit D hereto, (iv) other instruments of title as Purchaser may reasonably request to vest in Purchaser good and marketable title thereto, free and clear of all assets comprising Liens, except for Permitted Encumbrances, and (v) all documents necessary for Purchaser to perfect the safe deposit box businessLien or security interest in the collateral, if any, of securing each Loan, which includes the Offices; and
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptionsdocuments contemplated in Sections 2.6(b), endorsements, assignments, bills of sale, (f) and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions (g) of this Agreement, or reasonably necessary to effectuate the Closing ;.
(ce) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.
(d) assignAssign, transfer, and make available deliver to BUYER such of Purchaser the following records as exist and are available and maintained at original documents (if available) pertaining to the Offices Deposits (in whatever form or medium then maintained by SELLERSeller).
(f) pertaining Deliver the Cash on Hand, together with a written certification of the exact amount of the Cash on Hand executed by both Purchaser and Seller.
(g) Deliver to Purchaser a letter from the Deposit Liabilities and Office Federal Home Loan Bank of Cincinnati (the “FHLBI”) releasing any Liens that may have been created by Seller that may exist on the Loans:.
(h) Deliver to Purchaser a letter from the Federal Reserve Bank of St. Louis (the “FRB”) releasing any Liens that may have been created by Seller that may exist on the Loans.
(i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, Execute and deliver to BUYER such safe deposit Purchaser an instrument which shall assign and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining transfer IRAs attributable to the safe deposit business of the Offices transferred Branch to BUYER hereunder Purchaser in a form reasonably satisfactory to Purchaser and which shall additionally appoint Purchaser as exist a successor or trustee for such accounts.
(j) Deliver all other records and are original documents (if available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject ) related to the terms Assets and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); andAssumed Liabilities.
(fk) make Make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any Purchaser all funds required to be paid to BUYER by Seller pursuant to the terms of this Agreement; and.
(gl) execute, acknowledge and deliver to BUYER all certificates and other documents required Pay the amount owing Purchaser under Section 1.10.
(m) Deliver an updated list of the Safe Deposit Agreements to be delivered transferred to BUYER by SELLER at the Closing Purchaser pursuant to the terms Section 1.2(h) of this Agreement; and, which includes the information set forth on Schedule 3.4(b) for each Safe Deposit Agreement.
(hn) assign Deliver the final inventory of the Safekeeping Items maintained by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer Seller pursuant to Section 2.8.
(o) Execute and deliver a certificate, in form and substance reasonably satisfactory to BUYER the contractPurchaser, promissory note or other evidence of indebtedness related as to the Office Loans together with non-foreign status of Seller pursuant to Section 1.445-2(b)(2) of the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; andUnited States Treasury Regulations.
(ip) assign Execute and deliver such other documents as the parties may determine are reasonably necessary to BUYER all SELLER's rights in and to consummate the Assumed Contracts which are assignable and which constitute part of the Assetstransactions contemplated hereby.
Appears in 1 contract
Samples: Branch Purchase Agreement (First Financial Service Corp)
Seller's Actions at Closing. At On the Closing (unless another time is specifically stated in Section 6.04 hereof)Date, SELLER the Seller shall, with respect to the Offices:
(a) deliver to BUYER at the Offices Purchaser such of the Assets purchased hereunder as shall be are capable of physical delivery, including, without limitation, all assets comprising records, documents, data and files of Seller relating to the safe deposit box business, if any, of Assets and Liabilities and keys and combinations to the Offices; andBranch premises;
(b) execute, acknowledge and deliver to BUYER Purchaser, and file of record as appropriate and reasonably requested by Purchaser, all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of salesale (with special warranty of title), special warranty deeds, limited powers of attorney and other instruments of conveyance, assignment, assignment and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, assignment and transfer of the Assets sold or assigned to BUYER Purchaser and, where applicable, to fully vest the ownership thereof (subject to Permitted Liens) with and into Purchaser as provided herein, provided that all of the documents and instruments to be delivered by Seller hereunder shall be in form and such other documents as the title company may substance reasonably require; the originals of all blueprints, construction plans, specifications and plat relating satisfactory to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing counsel for Purchaser;
(c) execute, acknowledge and deliver such affidavits as shall be reasonably required by the title insurance company described in Section 1.08(d) below to BUYER a duly executed and recordable assignment enable Seller to BUYER of deliver title to the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially Real Estate Interests as set forth in SCHEDULE F.required by this Agreement;
(d) deliver title insurance policies in the face aggregate amount equal to the amount set forth on Exhibit A under “Section 1.05(ii),” issued by a title insurance company reasonably acceptable to Purchaser insuring Purchaser’s fee simple (and, if applicable, easement) interest in the Owned Real Property (subject only to Permitted Liens), at Seller’s expense, except for any modification or endorsements thereto, which shall be at Purchaser’s expense;
(e) deliver possession of the Real Estate Interests in the condition existing on the date hereof, reasonable ordinary wear and tear excepted;
(f) deliver any landlord estoppel certificates that Seller is able to obtain after using its Best Efforts and, subject to the provisions of Section 5.04(d), such consents as may be required to effect the assignment of the leases or subleases for the Leased Real Property;
(g) assign, transfer, transfer and make available deliver to BUYER such Purchaser all of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or copies of Deposits on the Closing Date: signature cards, orders, contracts, orders and agreements contracts between SELLER Seller and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
canceled checks and/or negotiable orders of withdrawal, if any, including all records relating to “know your customer”, Bank Secrecy Act and USA Patriot Act compliance (ii) a trial balance listing which Seller may retain the originals thereof and provide copies to Purchaser). In the event originals of such records are provided to Purchaser, Seller shall be permitted to retain copies of account; and
(iii) such records subject to applicable Law. Purchaser and Seller will preserve and safekeep such records as required by applicable law and sound banking practice for the joint benefit of Seller and Purchaser, and all other miscellaneous records, statements and materials maintained by Seller at the Branches relative to any Deposit, provided, however, with respect to the records, statements, other data and materials not maintained by SELLER relative at the Branches, Seller shall maintain and provide Purchaser with data tapes and reasonable access to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; andsuch records as provided in this Agreement during normal business hours;
(eh) assign, transfer, transfer and deliver to BUYER such safe deposit all contents, keys, documents and safekeeping files and other records (in whatever form or medium then maintained by SELLER) at the Branches directly pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, Branches (whether rented or unrented) as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); andDate;
(fi) make available and transfer to BUYER Purchaser on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER Purchaser pursuant to the terms of this Agreement; and;
(gj) execute, acknowledge and deliver a non-foreign person affidavit pursuant to Section 1445 of the Internal Revenue Code;
(k) execute, acknowledge and deliver to BUYER Purchaser the certificate provided for in Section 6.03 and all other certificates and other documents and information required to be delivered to BUYER Purchaser by SELLER Seller at the Closing pursuant to the terms of this Agreement, including without limitation the updated exhibits and information required by Sections 1.04 and 1.10 hereof and an electronic file of data respecting the Deposits and Loans in a format reasonably acceptable to Purchaser as of the Closing Date;
(l) deliver all of the consents listed on Schedule 1.08(l); and
(hm) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer execute and deliver such other documents and instruments and take such actions and provide such assurances, as Purchaser reasonably requests of Seller in order to BUYER consummate the contracttransactions contemplated by this Agreement and to fully vest in Purchaser all rights, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file title, and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and
(i) assign to BUYER all SELLER's rights interest in and to the Assumed Contracts which are assignable Assets and which constitute part Liabilities transferred to the Purchaser hereby (subject to Permitted Liens). Seller agrees that it will preserve and safely keep, for so long as may be required under applicable Law, all of the Assetsrecords, documents, data and files not transferred to Purchaser which relate to the Assets and Liabilities, as required by Law and for the mutual benefit of itself and Purchaser. Purchaser agrees that it will preserve and safely keep, for so long as may be required under applicable Law, all of the files and records transferred to Purchaser which relate to the Assets and Liabilities, for the mutual benefit of itself and Seller. All files and records relating to the Assets or the Liabilities held by either party will be open for inspection for reasonable purposes by the other party and its authorized agents, representatives and regulators during regular business hours after the Closing Date upon reasonable prior notice, and the party with the right of inspection may, at its own expense, inspect, make copies of such files, documents and records as it deems desirable. For purposes of this Section 1.08, where possible, physical delivery may be accomplished by the transfer of control over the Branches from Seller to Purchaser at the Closing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Encore Bancshares Inc)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 6.4 hereof), SELLER shall, with respect to the Offices:
(a) deliver to BUYER at the Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds limited warranty deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat plats relating to the Owned Real Estate, which are now in SELLER's ’s possession or which SELLER has reasonable access to; and to such other documents or instruments as may be reasonably required by BUYER, and required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing Closing;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially the form as set forth in SCHEDULE F.Schedule F attached hereto and incorporated herein by reference;
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Purchased Loans:
(i) originals or signature cards and XXX plan and account documents (which will be provided on separate CD-ROMs and delivered directly to BUYER from SELLER’s image storage vendor. BUYER shall contract directly with such vendor, at BUYER’s expense, to obtain paper copies of signature cards, electronically stored documents); and
(ii) other orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Purchased Loans, and records of similar charactercharacter (which may be provided, at the option of BUYER, in electronic format on CD-ROM or otherwise) excepting, specifically; a) W8, and W9 forms which BUYER may obtain from customers, b) internally generated CTR forms, and c) retail loan credit information (for which no paper-based documents are maintained by SELLER); and
(iiiii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and.
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices VISION transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Officesby VISION, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices VISION for their its customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates Certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE Schedule M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Purchased Loans together with the loan file file, collateral file, any other documents and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Purchased Loans; and
(i) assign to BUYER all SELLER's ’ s rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Home Bancshares Inc)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 6.4 hereof), SELLER shall, with respect to the Offices:
(a) deliver to BUYER at the Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds limited warranty deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat plats relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and to such other documents or instruments as may be reasonably required by BUYER, and required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing Closing;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially the form as set forth in SCHEDULE F.Schedule F attached hereto and incorporated herein by reference;
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Purchased Loans:
(i) originals or signature cards and XXX plan and account documents (which will be provided on separate CD-ROMs and delivered directly to BUYER from SELLER's image storage vendor. BUYER shall contract directly with such vendor, at BUYER's expense, to obtain paper copies of signature cards, electronically stored documents); and
(ii) other orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Purchased Loans, and records of similar charactercharacter (which may be provided, at the option of BUYER, in electronic format on CD-ROM or otherwise) excepting, specifically; a) W8, and W9 forms which BUYER may obtain from customers, b) internally generated CTR forms, and c) retail loan credit information (for which no paper-based documents are maintained by SELLER); and
(iiiii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and.
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices VISION transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Officesby VISION, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices VISION for their its customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates Certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE Schedule M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Purchased Loans together with the loan file file, collateral file, any other documents and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Purchased Loans; and
(i) assign to BUYER all SELLER's ' s rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Park National Corp /Oh/)
Seller's Actions at Closing. At Closing, Sellers or Real Estate Owners (as applicable) shall deliver (or cause to be delivered) to Purchaser at Sellers’ and the Closing Real Estate Owners’ (unless another time is specifically stated in Section 6.04 hereof)as applicable) sole cost and expense, SELLER shall, with respect to the Officesfollowing:
(a) deliver Such bills of sale duly executed by the respective Seller and other transfer instruments effectively vesting Purchaser with good and marketable title to BUYER at the Offices Purchased Assets, in such form and of such content that is satisfactory to Purchaser in the Assets purchased hereunder as shall be capable exercise of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; andits reasonable discretion.
(b) executeFully and properly executed transfers of MSOs for all New Vehicles transferred to Purchaser.
(c) A certificate executed by an authorized officer of each Seller’s general partner certifying to the matters in Section 10.1(c), acknowledge as updated by the Representation Update Notices.
(d) A certificate of existence for each Seller from the State of Texas.
(e) A copy of resolutions duly adopted by each Seller’s general partner or other managing body authorizing and approving such Seller’s performance of the transactions contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of such Seller’s general partner or other managing body, as true and complete and in full force in effect and not modified as of the Closing, together with all consents from limited partners of each Seller consenting to the transaction.
(f) Possession of the Purchased Assets.
(g) VIT Agreements, duly executed by Sellers.
(h) A cross-receipt, duly executed by Sellers, acknowledging receipt of the Asset Purchase Price and containing a closing settlement statement reflecting the calculations utilized by the parties to arrive at the dollar amounts reflected in the cross-receipt.
(i) Assignment and assumption agreement for the Assumed Contracts, the Construction Documents and the Assumed Liabilities in the form and of a content mutually agreed upon by the parties (“Assignment and Assumption Agreement”) duly executed by Sellers.
(j) A completed Texas Comptroller Form 01-917, Statement of Occasional Sale.
(k) Leases, duly executed by each applicable Real Estate Owner (the “Post Closing Leases”) in the form of Exhibit D-1 (the Purchase Option Leases), Exhibit D-2 (the Lexus Leases) and Exhibit D-3 (the Short Term Leases), respectively, attached hereto, which such Post Closing Leases will include the terms and conditions set forth on Schedule 11.2(k), and to deliver to BUYER Purchaser any SNDA that has been executed by the applicable Lienholder (if any).
(l) Furnish, or make available, all such Limited Warranty Deeds available keys or key fobs to any door or lock on the Real Estate and all vehicles being purchased hereunder.
(qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such m) Such other documents as and instruments reasonably requested by Purchaser, duly executed by the title company may reasonably require; the originals of all blueprintsparty from whom such is requested, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments including as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary the Title Company to effectuate the Closing ;issue any Title Policy.
(cn) executeA payoff, acknowledge termination and deliver discharge letter, in form and substance reasonably satisfactory to BUYER the Purchaser, from each holder of each Seller’s debt (or Affiliate’s debt where such debt creates a duly executed and recordable assignment Lien on Purchased Assets), other than debt secured by deed of trust liens against the property owned by a Real Estate Owner, as of immediately prior to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.
(d) assign, transferClosing, and make available such other payoff letters, Lien releases, mortgage satisfactions and/or UCC-3 termination statements (or commitments by the lenders to BUYER such of deliver the following records as exist same), in form and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining substance reasonably satisfactory to the Deposit Liabilities and Office Loans:
(i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the OfficesPurchaser, as the same exist as Purchaser may reasonably request to evidence the release and discharge (or commitment to release and discharge) of all Liens (other than inchoate liens for Taxes not yet due and payable and landlord’s liens (if any) under the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other recordsReal Estate Leases, if any, held on the Purchased Assets.
(o) An assignment by Kings Road Realty, Ltd. to Purchaser of that certain Lease Agreement, dated January 13, 2005, by and between Xxx X. Xxxxxxxx, XX and Xxxxx X. Xxxxxxxx, III and LGTF Auto Investors, Inc., as assigned to Kings Road Realty, Ltd. pursuant to that certain Lessor’s Consent to Assignment of Lease Agreement and Amendment to Lease Agreement, dated November 1, 2007, by and between Xxx Xxxxxxxx Xxxx F/K/A Xxx X. Xxxxxxxx, XX and Xxxxx X. Xxxxxxxx, III and Kings Road Realty, Ltd. (the “Xxxxxxxx Lease”) (the “Xxxxxxxx Assignment”), and evidence of termination of any subleases with respect thereto.
(p) To the extent permissible under Applicable Laws and requested by Purchaser, deliver to Purchaser a continuing use agreement (the “Continuing Use Agreement”), in form and substance reasonably satisfactory to the parties, under which each Seller will permit Purchaser, or its Affiliate, to continue to use the applicable Dealership’s dealer license and dealer number following the Closing date for the interim period stated in the Continuing Use Agreement.
(q) A transition services agreement in the form and of a content mutually agreed upon by the Offices for their customers as of parties (the close of business on the day immediately preceding the Closing Date (subject “Transition Services Agreement”), in form and substance reasonably satisfactory to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) executeparties, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER duly executed by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and
(i) assign to BUYER all SELLER's rights in and to the Assumed Contracts which are assignable and which constitute part of the AssetsSellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereofstated), SELLER shall, with respect to the Offices:
(a) deliver to BUYER at the Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds limited warranty deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access topossession; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing Closing;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Office Lease and a deliver to BUYER any (i) written consent to of any such landlord as shall be necessary for the effective assignment from the landlord of the Third Party Office Lease all and the assumption thereof by BUYER, and (ii) consent necessary to assign or transfer to BUYER, or substitute BUYER as landlord under, the lease by which a third-party leases space in substantially as set forth the Owned Real Estate, in SCHEDULE F.each case in form and content reasonably satisfactory to BUYER it being understood that, in the case of the foregoing (i) and (ii), that the assignment of said leases in their current form or without material changes shall be satisfactory to BUYER.
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or signature cards and XXX plan and account documents (which will be provided in electronic media form and format acceptable to BUYER and delivered directly to BUYER from SELLER's image storage vendor. BUYER shall contract directly with such vendor, at BUYER's expense, to obtain paper copies of signature cards, electronically stored documents); and
(ii) other orders, contracts, and agreements between SELLER and depositors of the Offices with respect to the Deposit Liabilities and borrowers with respect to Office Loans, and records of similar charactercharacter (which may be provided, at the option of SELLER, in electronic format on CD-ROM or otherwise) excepting, specifically (A) W8 and W9 forms which BUYER may obtain from customers, (B) internally generated CTR and SAR forms, and (C) retail loan credit information (for which no paper-based documents are maintained by SELLER), any relevant tax forms and documents; and
(iiiii) a true and accurate trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; andaccounts.
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to BUYER pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver reasonably satisfactory to BUYER the contractdocuments and files pertaining to the Office Loans, including, but not limited to, any and all contracts, promissory note or notes and other evidence of indebtedness and liens related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and
(i) assign to BUYER all of SELLER's ' s rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Ohio Legacy Corp)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, SELLER Seller shall, with respect to the Offices:
(a) deliver to BUYER at Purchaser a duly executed and recordable general warranty deed conveying title to the Offices such Real Estate free and clear of all claims, liens and encumbrances (other than the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; andPermitted Liens);
(b) executeassign to Purchaser, acknowledge Seller's rights in and deliver to BUYER all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real EstateAssumed Contracts, which are now in SELLER's possession or assignable and which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions constitute a part of this Agreement, or reasonably necessary to effectuate the Closing Seller Assets;
(c) execute, acknowledge and deliver to BUYER a duly executed Purchaser the Seller Assets purchased hereunder which are capable of physical delivery and recordable assignment such appropriate bills of sale and other instruments of title as Purchaser may reasonably request to BUYER vest in Purchaser good and marketable title thereto, free and clear of all encumbrances (other than the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.Permitted Liens);
(d) assign, transfer, and make available deliver to BUYER such of Purchaser the following records as exist and are available and maintained at original documents (if available) pertaining to the Offices Seller Deposit Liabilities (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; andSeller);
(e) assign, transfer, execute and deliver to BUYER Purchaser an instrument which shall assign and transfer Individual Retirement Accounts attributable to the Seller Offices to Purchaser and which shall additionally appoint Purchaser as a successor trustee for such safe deposit accounts;
(f) assign, transfer and safekeeping deliver and endorse over to Purchaser all promissory notes and other credit agreements, together with corresponding collateral (including, without limitation, mortgages and personal property liens) related to the Loans and all files and records and original documents, if available (in whatever form or medium then maintained by SELLER) Seller), pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist Loans;
(g) deliver all other records and are original documents (if available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject ) related to the terms Seller Assets transferred to, and conditions of the leases or other agreements relating to the same) and all securities and other recordsSeller Deposit Liabilities assumed by, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same)Purchaser; and,
(fh) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any Purchaser all funds required to be paid to BUYER Purchaser pursuant to the terms of this Agreement; and
(g) execute, acknowledge and deliver to BUYER all certificates and other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement; and
(h) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver to BUYER the contract, promissory note or other evidence of indebtedness related to the Office Loans together with the loan file and records (in whatever form or medium then maintained by SELLER) pertaining to such Office Loans; and;
(i) assign execute and deliver to BUYER all SELLER's rights in and to Purchaser the Assumed Contracts which are assignable and which constitute part of the AssetsLease.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Republic Bancorp Inc /Ky/)
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereofstated), SELLER SELLERS shall, with respect to the OfficesOffice:
(a) deliver or make available to BUYER at the Offices Office such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and;
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds BUYER: (qualifiedi) the Deed; (ii) a bxxx or sale and assignment and assumption agreement, substantially in the form attached hereto and incorporated herein by reference as necessary, to reflect all Permitted ExceptionsExhibit 6.2(b) (the “Bxxx of Sale/Assignment and Assumption”), endorsements, assignments, bills of sale, and ; (iii) other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder hereunder; (iv) all such endorsements, other instruments of conveyance and such other documents as the title company Title Company may reasonably requirerequire (including as set forth in Section 2.1(b) hereof); and (v) the originals of all blueprints, construction plans, specifications and plat plats relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing SELLERS' possession;
(c) execute, acknowledge and deliver to BUYER, any consent necessary to assign or transfer to BUYER, or substitute BUYER as landlord under, each lease by which a duly executed third party leases space in the Real Estate, in each case in form and recordable assignment content reasonably satisfactory to BUYER (it being understood that the assignment of the Third Party Lease and a consent said lease in its current form or without material changes shall be acceptable to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.BUYER); and
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices Office (in whatever form or medium then maintained by SELLERSELLERS) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or signature cards Deposit Account documents (which will be provided in electronic media form and format acceptable to BUYER and delivered directly to BUYER from FNB’s image storage vendor. BUYER shall contract directly with such vendor, at BUYER's expense, to obtain paper copies of signature cards, electronically stored documents); and
(ii) other orders, contracts, and agreements between SELLER FNB and depositors of the Offices Office with respect to the Deposit Liabilities and borrowers with respect to Office Loans, and records of similar charactercharacter (which may be provided, at the option of FNB, in electronic format on CD-ROM or otherwise) excepting, specifically (A) W8, and W9 forms which BUYER may obtain from customers, (B) internally generated CTR and SAR forms, and (C) retail loan credit information (for which no paper-based documents are maintained by FNB) and any relevant tax forms and documents; and
(iiiii) a true and accurate trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYERAccounts; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Offices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and
(f) make available and transfer to BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid transferred to BUYER pursuant to the terms of this Agreement; and
(gf) execute, acknowledge and deliver to BUYER all certificates certificates, instruments, agreements and other documents required to be delivered to BUYER by SELLER SELLERS at the Closing pursuant to the terms of this Agreement; and
(hg) assign by endorsement substantially in a form as provided in SCHEDULE M attached hereto, transfer and deliver reasonably satisfactory to BUYER the contractdocuments and files pertaining to the Office Loans, including, but not limited to, any and all contracts, promissory note or notes and other evidence of indebtedness and Liens related to the Office Loans Loans, together with the loan file and records (in whatever form or medium then maintained by SELLERFNB) pertaining to such Office Loans; and
(i) assign to BUYER all SELLER's rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets.
Appears in 1 contract
Samples: Branch Office Purchase and Assumption Agreement (Ohio Legacy Corp)
