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 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).