Common use of Transfer and Consideration Clause in Contracts

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. (a) Subject The Seller agrees, subject to the terms and conditions set forth in of this Agreement and except as otherwise indicated in the Schedules heretoAgreement, 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 to validly sell, assign, transfer, convey and deliver to the Purchaser, free on the Effective Date the following assets (the "Assets"): (i) (a) any and clear all equipment (e.g., ATM machines, etc.), at the Net Book Value on the books of all Encumbrancesthe Seller on the Effective Date, other than liens in favor of seller which are assigned to the purchaser, and (b) all of Seller’s its right, title and interest in and to such Assetsof 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) In The Purchaser agrees that on the event that Effective Date, subject to the Initial Base Amount terms and conditions of this Agreement and as consideration for the aforesaid sale, assignment, transfer, conveyance and delivery, to assume the following liabilities (as hereinafter defined) is less than the sum of "Liabilities"): (i) the amount of the Assumed Deposits (other than safe deposit box contents) in the Branch and Deposit Liabilities; (ii) all duties and obligations of Seller under 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 Leases and the Other Loans to be purchased at the Closing, (ii) the amount of accrued interest receivable on all such Loans, Contracts; (iii) the amount all duties and obligations 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)safe deposit box business.