Purchased Corporate Trust Assets Clause Samples

Purchased Corporate Trust Assets. At the Closing, and subject to the terms and conditions set forth herein, JPM will sell, assign, transfer, convey and deliver, or cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver, to BNY, and BNY will purchase, acquire and accept from JPM or the applicable Subsidiaries of JPM, all of the right, title and interest of JPM or its applicable Subsidiaries in, to and under all of the assets, properties, rights, Contracts and claims of JPM or its applicable Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, in each case primarily related to the Corporate Trust Business, but excluding the Excluded Corporate Trust Assets (collectively, the "Purchased Corporate Trust Assets"), including by way of example and not limitation, all of the following assets, properties, rights, Contracts and claims of JPM and its Subsidiaries (other than any of the following to the extent it is an Excluded Corporate Trust Asset): (1) subject to the receipt of any required third-party consents, the real property leases, subleases, licenses or other contracts pursuant to which JPM or any Affiliate of JPM leases the Leased Corporate Trust Premises (the "Corporate Trust Leases"), a true and complete list of which, as of the date hereof, is set forth on Schedule 2.1(a)(1); (2) the furniture, fixtures, equipment, materials and supplies listed on Schedule 2.1(a)(2), which Schedule shall be provided from JPM to BNY within 15 days after the date hereof, and all other furniture, fixtures, equipment, materials and supplies owned by JPM as of the Closing Date and located at the Leased Corporate Trust Premises (collectively, the "Corporate Trust Personal Property"); (3) subject to the receipt of any required third-party consents, all indenture, trust, pooling and servicing, private label, paying agency, collateral or disbursing agency, securities (whether bond, note, debenture or other) registrar, transfer agency, document custody, and all other fiduciary and agency contracts, indentures primarily related to the Corporate Trust Business, including all accounts of the Corporate Trust Business that are active as of the Closing Date, but excluding any accounts (and agreements for such accounts) that, on or prior to the Closing Date, have been fully called or matured and for which all cash has been distributed or escheated and the corporate trust agreement for such account has been terminated (the "Non-Active Accounts") regardless of...