Transferred Loans Sample Clauses

Transferred Loans. The mortgage and non-mortgage loans (including participation interests) listed on Exhibit 3.1 (a) attached hereto (the "Transferred Loans"); (b)

Transferred Loans. The full original principal amount of each Transferred Loan (net of any discounts) has been fully advanced or disbursed to the borrower named therein, there is no requirement for future advances, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been satisfied; except where the terms of the Transferred Loans have not required advances or disbursements and except for future advances or commitments documented as part of the terms of the Transferred Loans. All costs, fees and expenses incurred in making, closing or recording the Transferred Loan were paid, and the borrower is not entitled to a refund in respect of any amounts so paid. There is no obligation on the part of Seller to make supplemental payments in addition to those made by the borrower.

Transferred Loans. (a) Seller will transfer to Buyer as of the Effective Time, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest in (including accrued but unpaid interest and late charges and collateral relating thereto) the loans identified on Exhibit 2.4 (a) hereto and loans originated at the Branches by Seller after the date of this Agreement in accordance with Section 7.9 ("Transferred Loans"). The following shall be adjustments to the Transferred Loans: (1) up until fourteen (14) calendar days before the Closing Date, Buyer may (A) remove loans from Transferred Loans (and thereby make such loans retained by Seller (the "Retained Loans")) so long as the aggregate Net Book Value of the Retained Loans (the "Retained Loan Difference") does not exceed Four Million Five Hundred Thousand Dollars ($4,500,000), or (B) include as Transferred Loans under this Agreement additional loans ("New Loans") from the pool of Seller loans that originally were not made available for purchase and Buyer may add loans to the loans retained by Seller in an amount that is not greater than the Net Book Value of the New Loans to be included as Transferred Loans (for the purpose of this Section any loan shall be valued at its Net Book Value as of 14 calendar days before the Closing Date); (2) loans with respect to which foreclosure proceedings have been filed prior to the Effective Time shall be excluded from Transferred Loans; (3) any and all servicing rights on loans sold by Seller in the secondary market shall be excluded from Transferred Loans; and (4) the loans described on Exhibit 2.4(a)(4), unless the conditions to be satisfied by Seller with respect to each such loan as stated on such exhibit are satisfied by Seller, shall be excluded from Transferred Loans. The Transferred Loans (as well as any lien or security interest related thereto) shall be transferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law or by the policies and procedures of the office of the recorder in the counties in which the mortgages securing Transferred Loans are recorded).

Transferred Loans. (a) Seller agrees to transfer to Purchaser as of the Effective Time, subject to the terms and conditions of this Agreement, all of Seller’s right, title and interest in (including collateral relating thereto) the Transferred Loans. The Transferred Loans shall be transferred by means of a blanket (collective) assignment; provided, however, that, to the extent required by law, Seller shall provide Purchaser with a power of attorney authorizing Purchaser to execute individual assignments of the Transferred Loans on behalf of Seller, and to the extent necessary, shall use its commercially reasonable efforts to procure for Purchaser an assignment from the Receiver authorizing Purchaser to execute such assignments, or shall, at the request of Purchaser, to the extent practicable, execute assignments for each such Transferred Loan. (b) In connection with the transfer of any Transferred Loans requiring notice to the borrower, Purchaser shall comply with all notice and reporting requirements of the loan documents or of any law or regulation.

Transferred Loans. (a) Seller will transfer to Buyer as of the Effective Time, subject to the terms and conditions of this Agreement, all of Seller's right, title and interest in (including accrued but unpaid interest and late charges and collateral relating thereto) the Transferred Loans. Such Transferred Loans (as well as any lien or security interest related thereto) shall be transferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law). (b) In connection with the transfer of any Transferred Loans requiring notice to the borrower and the servicer, Buyer and Seller will comply with all notice and reporting requirements of the documents associated with the Transferred Loans or of any law or regulation. (c) All Transferred Loans will be transferred without recourse and without any warranties or representations whatsoever (including, without limitation, any representations or warranties as to the enforceability or collectibility of any such Transferred Loans or the creditworthiness of any of the obligors or guarantors thereunder, or the value or adequacy of the collateral associated therewith). (d) Buyer will at its expense issue new coupon books or other forms of payment identification for payment of Transferred Loans for which Seller provides coupon books with instructions to utilize Buyer's coupons or forms and to destroy coupons furnished by Seller. (e) For a period of 90 calendar days after the Effective Time, Seller will forward to Buyer payments received by Seller in respect of the Transferred Loans. Buyer shall reimburse Seller for checks returned on payments forwarded to Buyer. (f) As of the Effective Time, Seller shall transfer and assign all files, documents and records related to the Transferred Loans to Buyer, including such information held in electronic form, and Buyer will be responsible for maintaining and safeguarding all such materials in accordance with applicable law and sound banking practices. (g) If the balance due on any Transferred Loan purchased pursuant to this Section 2.4 has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Effective Time, the asset value represented by the Accepted Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Buyer to Seller promptly upon demand following collection of such funds from the borrower by the Buyer. (h) Seller s...

Transferred Loans. Upon the terms and subject to the conditions of this Agreement, Buyer shall assume, effective as of the Closing, and shall pay, perform and discharge when due, any and all obligations, liabilities and commitments of the Seller of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due, in each case to the extent arising out of and relating to the Transferred Loans, on and after the Closing (collectively, the “Assumed Liabilities”).

Transferred Loans. Except as set forth in Schedule 7.2.12, as of the date hereof no Transferred Loan is in default.

Transferred Loans. Section 4.4 of the Disclosure Letter sets forth the amounts outstanding under the Transferred Loans as of the Execution Date.

Transferred Loans. (a) Each Transferred Loan (i) constitutes a legal, valid and binding obligation of the respective borrower(s), obligor(s), co-maker, guarantor, endorser or debtor (such Person or Persons referred to as an “Obligor”), free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses by the Obligor, and (ii) complies in all material respects with Applicable Law, including all applicable lending laws and regulations. Seller has no Knowledge that (A) any Obligor on a Transferred Loan at the time of such execution lacked capacity to contract, and (B) any signature on any Credit Document is not the true original or facsimile signature of the applicable Obligor on a Transferred Loan. (b) Each Transferred Loan is enforceable by the holder thereof in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights generally. (c) Each Transferred Loan is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine and what they purport to be, materially complete and correct sets of originals of which (or, to the extent an original is not necessary for the enforcement thereof, true, correct and complete copies thereof) are included in the Credit Documents which will be delivered, or made available, to Purchaser pursuant to Section 4.2(a)(7). (d) Each Transferred Loan is assignable to Purchaser, together with all collateral security therefor, without the consent of the Obligor. No Transferred Loan is subject to a participation, syndication or securitization. (e) The principal balance of each Transferred Loan is as shown on Seller’s books and records is true and correct as of the date indicated therein. (f) Each Transferred Loan (i) was originated by Seller (or, in the case of a Transferred Loan that was purchased by Seller, by the Person originating such Transferred Loan) (A) in the ordinary course of business at the time such Transferred Loan was made and (B) in accordance with Applicable Law in all material respects, (ii) to the extent secured, is secured by a valid, perfected and enforceable Lien on the secured property having the priority described in Seller’s records and the applicable security agreement, and (iii) contains customary and enforceable provisions such that the rights a...

Transferred Loans. The Company shall promptly notify the Agent as soon as the Company becomes aware of the fact that any default has occurred under any Transferred Loan, and the Company shall promptly notify the Agent if the Company repurchases or otherwise reacquires any Transferred Loan.