Purchased Banking Assets Clause Samples

Purchased Banking Assets. At the Closing, and subject to the terms and conditions set forth herein, BNY will sell, assign, transfer, convey and deliver, or cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver, to JPM, and JPM will purchase, acquire and accept from BNY or the applicable Subsidiaries of BNY, all right, title and interest of BNY or its applicable Subsidiaries in, to and under all of the assets, properties, rights, Contracts and claims of BNY or its Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, in each case primarily related to the Banking Business, but excluding the Excluded Banking Assets (the "PURCHASED BANKING ASSETS"), including by way of example and not limitation, all of the following assets, properties, rights, Contracts and claims of BNY and its Subsidiaries: (1) all of the real property and related improvements and fixtures used in the Banking Business (excluding any Excluded Banking Premises), fee title to which is held by BNY or an Affiliate of BNY, together with all assignable real property rights, benefits and appurtenances pertaining thereto, a true and complete list of which, as of the date hereof, is set forth on SCHEDULE 3.1(a)(1) (the "OWNED BANKING PREMISES"); (2) subject to the receipt of any required third-party consents, the real property leases, subleases, licenses or other contracts pursuant to which BNY or any Affiliate of BNY leases the Leased Banking Premises (the "BANKING LEASES"), a true and complete list of which Banking Leases, as of the date hereof, is set forth on SCHEDULE 3.1(a)(2); (3) the furniture, fixtures, equipment, materials and supplies identified on SCHEDULE 3.1(a)(3) and all other furniture, fixtures, equipment, materials and supplies owned by BNY or any of its Subsidiaries as of the Closing Date and located at the Owned Banking Premises or the Leased Banking Premises (collectively, the "BANKING PERSONAL PROPERTY"); (4) except for any automated teller machine ("ATM") physically located on an Excluded Banking Premise, a true and complete list of such ATMs, as of the date hereof, is set forth on SCHEDULE 3.1(a)(4)(i), all ATMs owned or leased by BNY or any of its Subsidiaries, a true and complete list of which, as of the date hereof, is set forth on SCHEDULE 3.1(a)(4)(ii); (i) all Loans (including the servicing rights relating thereto of BNY or any of its Subsidiaries) made or purchased by BNY or any of its Subsidiaries in the Banking Business in the ord...