Transfer and Consideration Clause Samples

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 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) 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. (a) 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 (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 Purchaser, free and clear of all Encumbrances, other than liens in favor of seller which are assigned to the purchaser, all of Seller’s right, title and interest in and to such Assets. (b) In the event that the Initial Base Amount (as hereinafter defined) is less 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, 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 as provided in Section 10.2. (c) For purposes of this Section 2.1, the Initial Base Amount shall be equal to the sum of (i) the unpaid principal amount of the Deposit-Related Loans and the Other Loans to be purchased at the Closing, (ii) the amount of accrued interest receivable on all such Loans, (iii) the amount of Cash on Hand in the Branch, (iv) the market value of the Furniture, Fixtures and Equipment and the Improvements, which the Purchaser and Seller agree to be determined by an appraisal, (v) the amount of the Purchase Premium, (vi) the amount of Prepaid Expenses, (vii) the amount of reserves held at the Federal Reserve Bank with respect to the Assumed 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. 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, as amended (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 July 26, 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. These terms have the meanings set forth in the Uniform Commercial Code and in addition: A. The term transfer with respect to a substitute check or a paper or electronic representation of a substitute check means delivery of the substitute check or other representation of the substitute check by a bank to a person other than a bank; and B. A bank that transfers a substitute check or a paper or electronic representation of a substitute check directly to a person other than a bank has received consideration for the item if it has charged, or has the right to charge, the person’s account or otherwise has received value for the original check, a substitute check, or a representation of the original check or substitute check.

Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement and through such instruments of conveyance, transfer, assignment, assumption and third-party consents as are provided for herein or otherwise in a form consistent with the provisions of 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 claims, liens and Encumbrances (except for the Tenant Leases and the Permitted Exceptions), all of Seller's right, title and interest in and to (x) the Assets and (y) the Liabilities, and Seller or Purchaser, as the case may be, shall make the Settlement Payment. (b) The Initial Base Amount and the amount of the Liabilities shall be calculated in accordance with the provisions of this Agreement, including the procedures set forth in Exhibit A and taking into account the adjustments --------- contemplated by this Agreement. In the event that the Initial Base Amount is less than the sum of the Liabilities, Seller shall transfer to Purchaser at Closing cash or other immediately available funds in the amount equal to the deficit. In the event that the Initial Base Amount is greater than the sum of the Liabilities, Purchaser shall transfer to Seller cash or other immediately available funds 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 and as of the Closing Date, as applicable, all as provided in Sections 2.3 and 10.

Transfer and Consideration. 2.1 Pre-Closing Adjustments. ----------------------- On the Pre-Closing Date, the Rescuing Company, with a reasonable amount of assistance of the Transferring Company, shall prepare and deliver to the Transferring Company the Pre-Closing Accounts in the form set forth in Exhibit 2.1 which reflects a complete calculation of the Estimated Transferred Asset Value and the Estimated Transferred Liabilities Amount and determine the amount of the PPC Financial Assistance Receivable so that the Estimated Transferred Asset Value becomes equal to the Estimated Transferred Liabilities Amount.

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.