Purchase and Assumption Sample Clauses

Purchase and Assumption. (a) Subject to the terms and conditions set forth in the Agreement as herein supplemented, modified or amended by the provisions of this Exhibit: (i) the Assuming Bank hereby assumes, and agrees to pay, perform and discharge, all of the liabilities described in Section 2.1 of the Agreement; provided, that liabilities assumed pursuant to Section 2.1(a) shall be limited to liabilities directly attributable to the Branch; (ii) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Bank, and the Assuming Bank hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to all of the assets described in Section 3.1 of the Agreement directly attributable to the Branch and such other Assets as listed on Schedule 3.1 of the Agreement; (iii) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Bank, and the Assuming Bank hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to each business described in Sections 4.2, 4.3, 4.4 and 4.5 of the Agreement directly attributable to the Branch; and (iv) the Receiver hereby grants to the Assuming Bank each option described in Sections 4.6, 4.7 and 4.8 of the Agreement; provided, that such options shall be limited to assets and businesses directly attributable to the Branch. (b) The Receiver and the Assuming Bank each hereby agree to be bound by all of the other terms and conditions set forth in the Agreement; provided, that the Assuming Bank's obligations under the Agreement shall be limited to such accounts and other matters directly attributable to the Branch (e.g., certain existing agreements exclusive to the Branch, informational tax reporting and insurance).

Purchase and Assumption. The Bank and First Alliance Bank shall have entered into and shall, prior to or contemporaneously with the Closing hereof, consummate the Purchase and Assumption Transaction pursuant to an agreement substantially in the form of Exhibit 1 attached hereto, as a result of which the financial position of the Bank will conform to the Bank Financial Statement referred to in Section 4.4 hereof.

Purchase and Assumption. The Owner, in exchange for the payment of the applicable Purchase Price by the Servicing Rights Purchaser on the related Closing Date, shall sell, transfer, assign, set over and convey to the Servicing Rights Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in and to the Servicing Rights relating to Mortgage Loans specified in the related B▇▇▇ of Sale and Servicer Acknowledgement having a Stated Principal Balance in an amount set forth in such B▇▇▇ of Sale and Servicer Acknowledgement. The Servicing Rights Purchaser hereby purchases and assumes such Servicing Rights from the Owner as of the related Closing Date and the Servicer hereby assumes the servicing of the Mortgage Loans specified in the related B▇▇▇ of Sale and Servicer Acknowledgement as of the Transfer Date in accordance with the terms of the related Servicing Agreement. Upon payment by the Servicing Rights Purchaser of the Purchase Price for Servicing Rights as specified in each B▇▇▇ of Sale and Servicer Acknowledgement, the sale, transfer and conveyance of the related Servicing Rights hereunder shall become final and the Servicing Rights Purchaser shall thereupon be fully vested with all legal and beneficial right, title and interest in and to the related Servicing Rights.

Purchase and Assumption. 11 2.1 Assets to Be Sold . . . . . . . . . . . . . . . . . . . . . . . . .11

Purchase and Assumption. Subject to the terms and conditions of ----------------------- this Agreement, on the Closing Date, Premiere, or a direct or indirect wholly- owned Subsidiary of Premiere, will purchase from MPI, and MPI will sell, grant, convey, assign, transfer and deliver to Premiere or its direct or indirect wholly-owned Subsidiary, the limited partnership interest held by MPI in VTNLP (the "Partner Interest"), free and clear of all Liens, and Premiere or its wholly owned subsidiary shall assume and perform from and after the Closing Date all obligations of MPI in its capacity as a limited partner arising from and after the Closing Date.

Purchase and Assumption. The purchase price to be paid by Seller ----------------------- for the Seller Assets being purchased by Seller pursuant to the P&A Agreement shall be an amount equal to the sum of the book value of such assets, plus ---- $450,000, minus the book value of the Seller Liabilities, all as of the Pre- ----- Closing Balance Sheet Date (the "Asset Purchase Price").

Purchase and Assumption. The acquisition of the Branch shall be ------------------------ accomplished through a purchase and assumption transaction as described in the P&A Agreement. On the P&A Closing Date (defined herein), the New Charter shall purchase certain assets and assume certain liabilities of Eagle Bank associated with the Branch and Eagle Bank shall transfer such assets and liabilities to the New Charter.

Purchase and Assumption. On the terms and conditions set forth in the ----------------------- Standard Terms, incorporated herein by this reference, in each case as the Standard Terms are herein supplemented, modified or amended, (a) the Assuming Institution hereby assumes, and agrees to pay, perform and discharge, all of the liabilities described in Section 2.1 of the Standard Terms, (b) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, and the Assuming Institution hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to all of the assets described in Section 3.1 of the Standard Terms, (c) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, and the Assuming Institution hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to each business described in Section 4.2 of the Standard Terms, (d) the Receiver hereby grants to the Assuming Institution each option described in Section 4.1, Section 4.3, Section 4.4 and Section 4.5 of the Standard Terms, and (e) the Receiver and the Assuming Institution each hereby agree to be bound by all of the other terms and conditions set forth in the Standard Terms.

Purchase and Assumption. Subject to and in accordance with the terms of this ▇▇▇▇ of Sale and the Purchase Agreement, the China Asset Buyer (i) hereby purchases, accepts and acquires from the China Asset Seller such China Assets at and as of the Closing Date, and (ii) hereby assumes and agrees to pay, discharge and perform when due, as applicable, such China Liabilities.