Common use of Transfer and Consideration Clause in Contracts

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) The Seller agrees, subject Subject to the terms and conditions of set forth in this AgreementAgreement and except as otherwise indicated in the Schedules hereto, to validly at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities (including the Assumed Contracts), and the Accrued Expenses (and only such Liabilities and Accrued Expenses), and Seller shall sell, assign, transfer, convey and deliver to the Purchaser, on free and clear of all Encumbrances, other than liens in favor of seller which are assigned to the Effective Date the following assets (the "Assets"): (i) (a) any and all equipment (e.g.purchaser, ATM machines, etc.), at the Net Book Value on the books of the Seller on the Effective Date, and (b) all of its Seller’s 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 HandAssets. (b) The Purchaser agrees In the event that on the Effective Date, subject to Initial Base Amount (as hereinafter defined) is less than the terms and conditions sum 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; amount of the Assumed Deposits (other than safe deposit box contents) in the Branch and (ii) the amount of the Accrued Expenses, Seller shall transfer to Purchaser cash in the amount equal to the deficit. In the event that the Initial Base Amount is greater than the sum of (i) the amount of the Assumed Deposits (other than safe deposit box contents) in the Branch and (ii) the amount of the Accrued Expenses, Purchaser shall transfer to Seller cash in an amount equal to such excess. Calculations and payments pursuant to this Section 2.1(b) shall be as of the date of the Statement or the Final Statement, as applicable, all duties and obligations as provided in Section 10.2. (c) For purposes of Seller under this Section 2.1, the Leases Initial Base Amount shall be equal to the sum of (i) the unpaid principal amount of the Deposit-Related Loans and the Contracts; Other Loans to be purchased at the Closing, (ii) the amount of accrued interest receivable on all such Loans, (iii) all duties the amount of Cash on Hand in the Branch, (iv) the market value of the Furniture, Fixtures and obligations Equipment and the Improvements, which the Purchaser and Seller agree to be determined by an appraisal, (v) the amount of Seller the Purchase Premium, (vi) the amount of Prepaid Expenses, (vii) the amount of reserves held at the Federal Reserve Bank with respect to the safe deposit box businessAssumed Deposits and (viii) the market value of the investment securities pertaining to the Branch as of the Closing as provided in Schedule 1.1(c).

Transfer and Consideration. (a) The Seller agrees, subject Subject to the terms and conditions of set forth in this AgreementAgreement and except as otherwise indicated in the Schedules hereto, to validly at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities (including the Assumed Contracts), and the Accrued Expenses (and only such Liabilities and Accrued Expenses), and Seller shall sell, assign, transfer, convey and deliver to the Purchaser, on the Effective Date the following assets free and clear of all Encumbrances (the "Assets"): (i) (a) any and all equipment (e.g., ATM machines, etc.except as set forth in Schedule 5.4), at the Net Book Value on the books of the Seller on the Effective Date, and (b) all of its Seller's 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 HandAssets. (b) The Purchaser agrees In the event that on the Effective Date, subject to Initial Base Amount (as hereinafter defined) is less than the terms and conditions sum 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; amount of the Assumed Deposits (other than safe deposit box contents) in the Branches and (ii) the amount of the Accrued Expenses, Seller shall transfer to Purchaser cash in the amount equal to the deficit. In the event that the Initial Base Amount is greater than the sum of (i) the amount of the Assumed Deposits (other than safe deposit box contents) in the Branches and (ii) the amount of the Accrued Expenses, Purchaser shall transfer to Seller cash in an amount equal to such excess. Calculations and payments pursuant to this Section 2.1(b) shall be as of the date of the Statement or the Final Statement, as applicable, all duties and obligations as provided in Section 10.2. (c) For purposes of Seller under this Section 2.1, the Leases Initial Base Amount shall be equal to the sum of (i) the unpaid principal amount of the Deposit-Related Loans and the Contracts; Other Loans to be delivered at the Closing, (ii) the amount of accrued interest receivable on all such Loans, (iii) all duties the amount of Cash on Hand in the Branches, (iv) the Net Book Value of the Branch Real Estate and obligations the Other Real Estate, which shall not exceed the amounts provided in Schedule 2.1(c)(iv), (v) the Net Book Value of Seller with respect to the safe deposit box businessFurniture, Fixtures and Equipment and the Improvements, which shall not exceed the amounts provided in Schedule 2.1(c)(v), (vi) the amount of the Purchase Premium, (vii) the amount of Prepaid Expenses, and (viii) Seller's pro-rata portion of XXX and Xxxxx Account trustee fees accrued on such accounts held in the Branches through the Closing Date.

Transfer and Consideration. (a) The Seller agrees, subject Subject to the terms and conditions of set forth in this Agreement, to validly 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 the Purchaser, on the Effective Date the following assets free and clear of all Encumbrances (the "Assets"): (i) (a) any and all equipment (e.g., ATM machines, etc.except as described in Section 5.4), 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 Assets and 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 HandLiabilities. (b) The Purchaser agrees that on the Effective Date, subject to the terms and conditions of this Agreement and as consideration purchase price for the aforesaid sale, assignment, transfer, conveyance and delivery, to assume the following liabilities Assets shall be an amount (the "LiabilitiesPurchase Price"):) computed as follows: (i) An amount equal to 14.1% of the Deposit Liabilities;average daily balance (including Accrued Interest) of Assumed Deposits 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; provided, however, that in calculating the average pursuant to this Section 2.1(b)(i), there shall be excluded from the Assumed Deposits (i) an amount of $600,000, (ii) brokered Deposits, (iii) the amount by which time Deposits greater than $100,000 exceeds $9,288,000 and (iv) the amount by which public Deposits (including Secured Public Sweep Accounts) exceeds $4,712,000; plus (ii) all duties and obligations The aggregate amount of Seller under Cash on Hand as of the Leases and the Contracts;Closing Date; plus (iii) all duties The aggregate net book value of the Assets, other than Cash on Hand and obligations Loans, as reflected on the books of Seller with respect as of the Closing Date; plus (iv) The aggregate Loan Value of the Loans as of the Closing Date. (c) On the Closing Date, Seller shall transfer to Purchaser cash in an amount (the "Settlement Payment") equal to the safe deposit box businessexcess 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.