Common use of Transfer and Consideration Clause in Contracts

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, 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 '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 5.014.1% of the average daily balance (including Accrued Interest) 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 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, and 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) no premium shall be payable for any Assumed Deposit that is actually assigned to any Branch that is farther brokered Deposits, (iii) the amount by which time Deposits greater than ten $100,000 exceeds $9,288,000 and (10iv) miles from the mailing address amount by which public Deposits (including Secured Public Sweep Accounts) exceeds $4,712,000; plus (ii) The aggregate amount of Cash on Hand as of the holder Closing Date; plus (iii) The aggregate net book value of such Assumed Depositthe Assets, other than Cash on Hand and Loans, as reflected on the books of Seller 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 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 AgreementAgreement 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 (except as described set forth in Section Schedule 5.4), all of Seller’s 's right, title and interest in and to the Assets and the Liabilitiessuch Assets. (b) The purchase price for In the Assets shall be an amount event that the Initial Base Amount (as hereinafter defined) is less than the “Purchase Price”) computed as follows: (i) An amount equal to 5.0% sum 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 amount of the average daily balance shall include Accrued Interest and shall be calculated for Assumed Deposits (other than safe deposit box contents) in 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, Branches 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 amount of the holder of such Assumed Deposit. (c) On the Closing DateAccrued Expenses, Seller shall transfer to Purchaser cash in an the amount (the “Settlement Payment”) equal to the excess deficit. In the event that the Initial Base Amount is greater than the sum of (i) the sum amount of (A) the Assumed Deposits plus (Bother than safe deposit box contents) in the Branches and (ii) the amount of the Accrued Expenses, over (ii) the Purchase Price, as calculated based on the Preliminary Closing Statement. In addition, Seller Purchaser shall transfer to Purchaser Seller cash in an amount equal to $5,500,000 (the “Holdback Amount”) to secure Seller’s obligations such excess. Calculations and payments pursuant to this Section 2.102.1(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 delivered at the Closing, (ii) the amount of accrued interest receivable on all such Loans, (iii) the amount of Cash on Hand in the Branches, (iv) the Net Book Value of the Branch Real Estate and the Other Real Estate, which shall not exceed the amounts provided in Schedule 2.1(c)(iv), (v) the Net Book Value of the Furniture, 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 ▇▇▇ and ▇▇▇▇▇ Account trustee fees accrued on such accounts held in the Branches through the Closing Date.

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 ExpensesLiabilities, 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 '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”"PURCHASE PRICE") computed as follows: (i) An amount equal to 5.010.7% of the average daily balance (excluding Accrued Interest) 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 Deposits for the period commencing thirty (30) calendar days prior to and inclusive of the day prior to the Closing Date and ending on the day prior to the Closing Date, Date for the Bakersville Branch and the ▇▇▇▇▇▇▇ Branch; PLUS (ii) no premium shall be payable for any Assumed Deposit that is actually assigned An amount equal to any Branch that is farther than ten (10) miles from the mailing address 7% of the holder average daily balance (excluding Accrued Interest) of such Assumed DepositDeposits for the period commencing thirty (30) calendar days prior to and inclusive of the day prior to the Closing Date and ending on the day prior to the Closing Date for the Robbinsville Branch, which payment will be inclusive of the net book value of the Robbinsville Real Estate and the Robbinsville Furniture, Fixtures and Equipment; PLUS (iii) The aggregate amount of Cash on Hand as of the Closing Date; PLUS (iv) The aggregate net book value of the Assets (other than Cash on Hand, Loans and the Robbinsville Real Estate and Robbinsville Furniture, Fixtures and Equipment), as reflected on the books of Seller as of the Closing Date; PLUS (v) 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”"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, 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.