Office Loans. All of SELLER's right, title and interest in and to all those loans which, as of the close of business on the Closing Date, are (i) secured in whole or in part by Deposit Accounts (as hereinafter defined) attributable or assigned to an Office (the "Deposit Account Loans"), (ii) commercial or other loans attributable to an Office (if any, the "Other Loans") or (iii) automatically created as the result of an overdraft of a Deposit Account pursuant to a pre-approved overdraft protection program offered by SELLER (except for those overdraft protection loans which are charged to credit card accounts not transferred to the BUYER hereunder, the "Overdraft Loans"), BUYER shall not assume any Office Loans which are more than sixty (60) days past due for payment of principal or interest. The Deposit Account Loans, Other Loans, and Overdraft Loans sold and assigned to BUYER hereunder will be identified as of the Closing Date and listed in SCHEDULE H (hereinafter referred to individually and collectively as the "Office Loans"). Transfer of the Office Loans will be subject to the terms and conditions set forth in SCHEDULE S. Except as otherwise expressly provided herein, the transfer of the Office Loans will be made without recourse, without any representation, warranty, or guarantee of any kind, express or implied, and without any allowance or reserve for loan losses;
Office Loans. Attached hereto as Schedule H is a true and accurate schedule of all Office Loans, including accrued and unpaid interest thereon and any and all late fees and other fees relating thereto, computed as of a date within thirty (30) days prior to the date of this Agreement, excluding, however, such Office Loans which are more than 60 days past due for payment of principal or interest.
Office Loans. Attached as SCHEDULE H is a true and accurate schedule of all Office Loans, including accrued and unpaid interest thereon, computed as of December 31, 1997. Each Office Loan was made in the ordinary course of business, has been properly executed by the parties thereto, represents the valid, and binding obligation of the obligor, enforceable by the holder thereof in accordance with its terms, is free from any material defenses, contains customary enforcement provisions such that the rights and remedies of the holder thereof are adequate for enforcement of the Office Loans, and, unless approved by SELLER and documented in its files, no material provision of an Office Loan has been waived. Each Office Loan (such term to include, for purposes of this paragraph, the principal documents relating in any way to such loans, including notes, mortgages, security instruments and guarantees) complies in all material respects with all requirements of applicable Federal, state and local laws and regulations. Each Office Loan that is secured by collateral is secured by a perfected mortgage or security interest in the collateral in favor of SELLER as mortgagee or secured party. No collateral has been released from the interest granted to SELLER, unless approved by SELLER and documented in its files. The BUYER's sole remedy for a breach of the representations and warranties contained in this Section 3.01(q) shall be to require SELLER to repurchase such Office Loans pursuant to Schedule S hereto.
Office Loans. SELLER is the sole owner of each Office Loan and no Office Loan is subject to any lien, pledge or encumbrance superior to the rights of SELLER in such loan, other than liens for taxes which are not yet due and payable. No consents of any third-parties are required for transfer of the Office Loans to BUYER as provided in this Agreement. As of the date hereof the Office Loans are not, and as of the Closing will not be, past due more than ninety (90) days in accordance with their respective terms or on non-accrual status on the books of SELLER. SELLER has provided BUYER with the current classification of each Office Loan as of the date hereof (corresponding to asset classifications by the Office of the Comptroller of the Currency). As to each Office Loan, such loan is adequately documented, is enforceable in accordance with its terms, SELLER has no knowledge of any claims, defenses, or set-off rights by any third parties with respect thereto, including borrowers, and SELLER has an enforceable security interest in collateral where applicable.
Office Loans. All right, title and interest in and to all those loans which, as of the close of business on the Closing Date, are (i) secured, in whole or in part, by Deposit Accounts (as hereinafter defined) attributable to an Office and being assumed by CNB pursuant to this Agreement (the "Deposit Account Loans") or (ii) automatically created as the result of an overdraft of a Deposit Account pursuant to a pre-approved overdraft protection program offered by BANK ONE (the "Overdraft Loans"). The Deposit Account Loans and Overdraft Loans are hereinafter referred to collectively as the "Office Loans." BANK ONE shall not make any material change to its customary policies for making Office Loans at the Offices or extend Office Loans which are materially different than loans offered by BANK ONE's other offices in Steubenville, Ohio. The transfer of the Office Loans will be made without any reserve for loan losses;
Office Loans. Attached hereto as Schedule I is a true and accurate schedule of all Office Loans, including accrued and unpaid interest thereon, computed as of a date within thirty (30) days prior to the date of this Agreement, excluding, however, such Office Loans which are more than 30 days past due for payment.
Office Loans. All right, title and interest in and to all those loans and/or letters of credit set forth in a confidential listing provided by SELLER to BUYER concurrently with the signing of this Agreement, together with such other loans and/or letters of credit that BUYER and SELLER may mutually agree upon prior to the Closing, less any loans that may be removed from the Office Loans by the mutual agreement of BUYER and SELLER, free and clear of any and all liens or encumbrances whatsoever (other than interests of third parties that are subordinate to those of SELLER), and any loans not over thirty (30) days outstanding that are automatically created as the result of an overdraft of a Deposit Account pursuant to an overdraft protection program offered by SELLER (“Overdraft Loans”), except for those Overdraft Loans which are charged to credit card accounts not transferred to the BUYER hereunder. Such loans shall be referred to herein individually and collectively as the
Office Loans. All right, title and interest in and to all those loans which, as of the close of business on the Closing Date, are (i) secured, in whole or in part, by Deposit Accounts (as hereinafter defined) attributable to an Office
Office Loans. All right, title and interest in and to all of those loans attributable to the Office as of the close of business on the Closing Date, as set forth in Exhibit 1.2(e) attached hereto and incorporated herein by reference, together with such other loans that BUYER and FNB may mutually agree upon prior to the Closing, less (i) any loans that may be removed from the Office Loans by the mutual agreement of BUYER and FNB, free and clear of any and all Liens (other than interests of third parties that are subordinate to those of FNB), and (ii) any loans not over thirty (30) days outstanding that are automatically created as the result of an overdraft of a Deposit Account (as defined below) pursuant to an overdraft protection program offered by FNB (collectively, "Overdraft Loans"), except for those Overdraft Loans which are charged to credit card accounts not transferred to BUYER hereunder. Such loans shall be referred to herein individually and collectively as the "Office Loans;"
Office Loans. FNB is the sole owner of each Office Loan and no Office Loan is subject to Lien superior to the rights of FNB in such Office Loan, except Liens for Taxes which are not yet due and payable and with respect to those home equity loans listed on Schedule 3.1(r). No consents of any third parties are required for transfer of the Office Loans to BUYER as provided in this Agreement, other than the consents or approvals of certain regulatory authorities as contemplated by Section 2.2(a) hereof. As of the date hereof, the Office Loans are not, and as of the Closing Date will not be, past due more than ninety (90) days in accordance with their respective terms or on non-accrual status on the books of FNB. FNB has provided BUYER with the current classification of each Office Loan as of the date hereof (corresponding to asset classifications by the Office of the Comptroller of the Currency). As to each Office Loan, such loan is adequately documented, is enforceable in accordance with its terms, and FNB has an enforceable security interest in collateral where applicable, in each instance, subject to general principles of equity, regardless of whether such enforceability is considered a proceeding in equity or at law, or is limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally. FNB has no Knowledge of any claims, defenses, or set-off rights by any third parties with respect thereto, including borrowers. SELLERS have no duty or obligation to BUYER to file any UCC financing statements, or amendments thereto or continuations thereof, or to take any other action, send any notice, or make any other filing as and from the Closing Date to perfect or continue any such security interest or the enforceability thereof. For purposes of this Agreement, the term “Knowledge,” as to SELLERS or as to either SELLER, shall mean the actual knowledge of Mxxx Xxxxxx and Jxx XxxXxxxxx, as well as the knowledge such persons would have obtained after making reasonable inquiry of any employee of the Office who may have responsibility for the matter at hand.
