Transfer and Consideration. Subject to the terms and conditions set forth in this Agreement and except as otherwise indicated in the Schedules hereto, at the Closing, Purchaser shall (a) purchase the Assets; and (b) assume the Liabilities, and Seller shall sell, grant, assign, transfer, convey and deliver to Purchaser, all of Seller’s right, title and interest in and to (i) such Assets, and (ii) such Liabilities.
Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities and the Accrued Expenses, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances (except as described in Section 5.4), all of Seller’s right, title and interest in and to the Assets and the Liabilities.
(b) The purchase price for the Assets shall be an amount (the “Purchase Price”) computed as follows:
(i) An amount equal to 5.0% of the average daily balance of noninterest demand deposit accounts; plus
(ii) An amount equal to 3.5% of the average daily balance of negotiable order of withdrawal accounts; plus
(iii) An amount equal to 3.0% of savings accounts; plus
(iv) An amount equal to 1.5% of money market accounts; plus
(v) The aggregate amount of Cash on Hand as of the Closing Date; plus
(vi) The aggregate Net Book Value of the Assets, other than Cash on Hand and Designated Loans, as reflected on the books of Seller as of the Closing Date; plus
(vii) The aggregate Loan Value of the Designated Loans as of the Closing Date. For each Assumed Deposit, (i) the calculation of the average daily balance shall include Accrued Interest and shall be calculated for the period commencing thirty (30) days prior to and inclusive of the day prior to the Closing Date and ending on the day prior to the Closing Date, and (ii) no premium shall be payable for any Assumed Deposit that is actually assigned to any Branch that is farther than ten (10) miles from the mailing address of the holder of such Assumed Deposit.
(c) On the Closing Date, Seller shall transfer to Purchaser cash in an amount (the “Settlement Payment”) equal to the excess of (i) the sum of (A) the Assumed Deposits plus (B) the Accrued Expenses, over (ii) the Purchase Price, as calculated based on the Preliminary Closing Statement. In addition, Seller shall transfer to Purchaser cash in an amount equal to $5,500,000 (the “Holdback Amount”) to secure Seller’s obligations pursuant to Section 2.10.
Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing Time, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances, all of Seller’s right, title and interest in and to the Assets and the Liabilities.
(b) The purchase price to be paid by Purchaser shall be an amount (the “Purchase Price”) computed as follows:
(i) An amount equal to 3.50% of the average daily balance (excluding Accrued Interest) of Assumed Deposits for the period commencing ten (10) calendar days prior to and inclusive of the day prior to the Closing Date and ending on the day prior to the Closing Date (the “Deposit Premium”); plus
(ii) An amount equal to 100.00% of the Loan Value of the Purchased Loans; plus
(iii) The amount of Cash on Hand as of the Closing Date; plus
(iv) The amounts set forth on Schedule 2.1 for the Real Property, Improvements and other Assets (other than the Purchased Loans and the Cash on Hand).
Transfer and Consideration. (a) The Seller agrees, subject to the terms and conditions of this Agreement, to validly sell, assign, transfer, convey and deliver to the Purchaser, on the Effective Date the following assets (the "Assets"):
(i) (a) any and all equipment (e.g., ATM machines, etc.), at the Net Book Value on the books of the Seller on the Effective Date, and (b) all of its right, title and interest in and to such of the furniture, fixtures and equipment owned or, to the extent of Seller's interest as lessee, leased by the Seller and situate in the Branches, as shall be agreed upon between Seller and Purchaser prior to the Effective Date, at the Net Book Value;
(ii) all of its right, title and interest in and to the safe deposit box agreements relating to safety deposit boxes at the Branches;
(iii) all of the right, servicing rights, title and interest to the Loans;
(iv) all of its right, title and interest to such contracts pertaining to the operation of the Branches (the "Contracts") as identified at Exhibit "L";
(v) all of its right, title and interest to the real estate comprising Branches, as shown on Exhibit A attached hereto and made a part hereof together with all fixtures and improvements thereon (the "Premises");
(vi) all of its right, title and interest to the credit insurance, and unearned commissions related thereto, with respect to the Loans; and
(vii) all of its right, title and interest in and to the Cash On Hand.
(b) The Purchaser agrees that on the Effective Date, subject to the terms and conditions of this Agreement and as consideration for the aforesaid sale, assignment, transfer, conveyance and delivery, to assume the following liabilities (the "Liabilities"):
(i) the Deposit Liabilities;
(ii) all duties and obligations of Seller under the Leases and the Contracts;
(iii) all duties and obligations of Seller with respect to the safe deposit box business.
Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances (except as described in Section 5.4), all of Seller’s right, title and interest in and to the Assets and the Liabilities.
(b) The purchase price for the Assets shall be an amount (the “Purchase Price”) computed as follows:
(i) An amount equal to 1.5% of the average daily balance (excluding Accrued Interest) of Assumed Deposits for the period commencing ten (10) calendar days prior to and inclusive of the day prior to the Closing Date and ending on the day prior to the Closing Date; plus
(ii) The aggregate amount of Cash on Hand as of the Closing Date; plus
(iii) The amounts set forth on Schedule 2.1 for the Real Property, Improvements and other Assets (other than Cash on Hand).
Transfer and Consideration. In consideration of the Note Issuance Trust’s payment to Discover Bank of the net proceeds of the initial sale of Notes, Discover Bank does hereby transfer, assign, set over, pledge and otherwise convey to the Note Issuance Trust, without recourse (subject to the obligations herein), all right, title and interest of Discover Bank in and to the Series 2007-CC Collateral Certificate and the proceeds thereof. The Series 2007-CC Collateral Certificate is issued by the Discover Card Master Trust I (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement (the “Amended and Restated Pooling and Servicing Agreement”) dated as of November 3, 2004 between Discover Bank and U.S. Bank National Association and the Series 2007-CC Supplement (the “Series Supplement”) thereto as of [ ], 2007 between Discover Bank and U.S. Bank National Association. The parties to this Agreement intend that the conveyance of the Series 2007-CC Collateral Certificate and the proceeds thereof pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. If, notwithstanding such intention, the conveyance of the Series 2007-CC Collateral Certificate from Discover Bank to the Note Issuance Trust shall ever be characterized as a secured loan and not a sale, this Agreement shall be deemed to constitute a security agreement within the meaning of the UCC, and the conveyance by Discover Bank provided for in this Agreement shall be deemed to be a grant by Discover Bank to the Note Issuance Trust of a security interest in and to all of Discover Bank’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Series 2007-CC Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from, or relating to the Series 2007-CC Collateral Certificate, and the proceeds thereof, to secure the obligations of Discover Bank hereunder.
Transfer and Consideration. Subject to the terms and conditions set forth in this Agreement, at the Closing Purchaser shall assume the Assumed Deposits and the obligation to pay the Accrued Interest thereon, and receive the Cash (including all accrued but unpaid interest as of Closing) plus the Purchase Premium as set forth on the Statement (subject to any adjustments pursuant to Section 2.2 or 8.4, if applicable), and Seller shall pay and deliver the Cash plus the Purchase Premium to Purchaser, and assign, transfer, convey and deliver to Purchaser all of Seller’s right, title and interest in and to the Assumed Deposits.
Transfer and Consideration. The Purchaser and the Seller agree, subject to the terms and conditions of this Agreement:
Transfer and Consideration. (A) Subject to Clause 2(B) below, the Vendors, as the legal and beneficial owners of the Sale Shares registered in their respective names (representing the entire issued and paid up share capital of Jurong Barrels), agree to transfer the Sale Shares registered in their respective names to the Purchaser, free from all Encumbrances and with all rights, benefits and entitlements becoming attached or accruing thereto as from the Completion Date (the “Transfer”).
(B) In consideration of the Transfer, the Purchaser agrees to allot and issue 1 share to each of the Vendors, credited as fully paid and free from all Encumbrances and ranking pari passu in all respects with the existing issued ordinary share(s) of the Purchaser.
(C) The parties hereto shall not be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares are completed simultaneously.
Transfer and Consideration. (A) Subject to Clause 2(B) below, the Vendors, as the legal and beneficial owners of the Sale Shares registered in their respective names (representing the entire issued and paid up share capital of BVI Co 1), agree to transfer the Sale Shares registered in their respective names to the Purchaser, free from all Encumbrances and with all rights, benefits and entitlements becoming attached or accruing thereto as from the Completion Date (the “Transfer”).
(B) In consideration of the Transfer, the Purchaser agrees to allot and issue 4,704,179; 1,286,074; 1,286,074; 429,292; 429,292; 441,919 and 441,919 ordinary shares to E U Holdings, Mx. Xxx TC, Ms. Sxxx XX, Mx. Xxx CP, Mx. Xxx KS, the Pre-IPO Investor and Gxxxxxxxx respectively, credited as fully paid and free from all Encumbrances and ranking pari passu in all respects with the existing issued ordinary share(s) of Purchaser.
(C) The parties hereto shall not be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares are completed simultaneously.
