Purchase of Loans Sample Clauses
The 'Purchase of Loans' clause defines the terms and conditions under which one party acquires loans from another party. Typically, this clause outlines the process for identifying eligible loans, the purchase price calculation, and the timing and method of transfer. For example, it may specify that only performing loans meeting certain credit criteria can be purchased, and detail the documentation required for the transaction. The core function of this clause is to provide a clear framework for the sale and transfer of loan assets, ensuring both parties understand their rights and obligations and reducing the risk of disputes.
Purchase of Loans. (a) If such Put Notice requires that State Auto Mutual purchase each Lender's Loans, Notes and Commitment, then, on the Put Purchase Date specified in such Put Notice (which Put Purchase Date shall be at least three Business Days after the date of delivery of such Put Notice), (i) State Auto Mutual shall purchase from each Lender, and each Lender shall sell, assign and transfer to State Auto Mutual, all of such Lender's Loans, Notes and Commitment, as specified in such Put Notice and (ii) State Auto Mutual shall pay to the Agent for account of each Lender an aggregate amount equal to the sum of (x) the aggregate outstanding principal amount of Loans of such Lender PLUS (y) all accrued and unpaid interest thereon to the Put Purchase Date PLUS (z) all other amounts then payable to such Lender under the Basic Documents in respect thereof (including all amounts that would be payable under Section 3.4 of the Credit Agreement as if such portion of such Lender's Loans were being prepaid on the Put Purchase Date) (such amounts to be determined by the Agent and notified in writing by the Agent to State Auto Mutual prior to such Put Purchase Date). Upon the occurrence of any Put Event referred to in clause (g), (h) or (i) of the definition of such term in SECTION 1.1 hereof, State Auto Mutual shall automatically and without any action (including, without limitation the giving of notice) on the part of any other Person be required to purchase the entire principal amount of the Loans then outstanding.
(b) Such sale, assignment and transfer shall be without recourse to each Lender and without representation and warranty by such Lender, except that such Lender will represent and warrant to State Auto Mutual that, on the Put Purchase Date, such Lender is the legal and beneficial owner of such portion of such Lender's Loans, Notes and Commitment so sold, assigned and transferred, free and clear of any adverse claim. Upon such sale, assignment and transfer and to the extent thereof, State Auto Mutual shall have the obligations, rights and benefits of a "Lender" under the Credit Agreement holding the Commitment and Loans so sold, assigned and transferred and each Lender shall be released from the Commitment so sold, assigned and transferred.
Purchase of Loans. If there shall be any outstanding loans due from the Company to the selling Member or any Affiliate thereof (which is not also an Affiliate of the purchasing Member), such loans, including accrued and unpaid interest, shall be purchased at par or otherwise repaid in full by the purchasing Member on the Buy-Out Closing Date. The selling Member shall deliver and endorse without recourse to the purchasing Member each note or other instrument evidencing such loans and all documents securing such loans.
Purchase of Loans. On any date during the Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower may, if each of the conditions specified in this Section 10.02 and Section 10.04 are met, invest Principal Proceeds, accrued interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional Loans and other amounts on deposit in the Principal Collection Subaccount in additional Loans, provided, that no Loan may be purchased unless each of the following conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower to make such purchase, in each case after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to:
(i) such obligation is an Eligible Loan;
(ii) each Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such purchase); and
(iii) each Portfolio Quality Test is satisfied (or if any such Portfolio Quality Test was not satisfied prior to such purchase, such test is maintained or improved after giving effect to such purchase).
Purchase of Loans. On each Closing Date, Bank hereby agrees to sell, assign, set-over, transfer, and otherwise convey to Purchaser, or a third party designated by Purchaser subject to execution by such designated third party and Bank of a loan purchase and sale agreement, without recourse but subject to the representations, warranties, terms and provisions of this Agreement and with all servicing released, and Purchaser agrees to purchase, or cause a designated third Party acceptable to Bank to purchase, as the case may be, on each Closing Date, all of Bank’s right, title and interest in and to the Purchaser Loans funded by Bank on the applicable Funding Date. At least three (3) Business Days prior to each Closing Date, Purchaser shall provide Bank with a statement (each such statement, a “Funding Statement”), which shall contain, as applicable, (i) the names of the Borrowers for each of the Purchaser Loans Purchaser or Purchaser’s designated third party intends to purchase; (ii) the Purchase Price for each Purchaser Loan, and (iii) such other information as shall be reasonably requested by Bank. Bank shall review and confirm to Purchaser the sale terms set forth in each Funding Statement no later than one (1) Business Day following Bank’s receipt of a Funding Statement from Purchaser. On each Closing Date, Bank shall provide an acknowledgement of the sale of the Purchaser Loans in accordance with the terms of this Agreement. Purchaser shall promptly notify Bank of any event that would materially and adversely affect the Purchaser’s ability to purchase the Purchaser Loans.
Purchase of Loans. On any date during the Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower may, if each of the conditions specified in this Section 10.02 and Section 10.04 are met, invest Principal Proceeds, accrued interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional Loans and other amounts on deposit in the Principal Collection Subaccount in additional Loans, provided, that no Loan may be purchased unless each of the following conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower to make such purchase, in each case after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to:
Purchase of Loans. (a) Seller agrees that, subject to the terms and conditions of the Agreement, it will validly sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, as of the Effective Time, for the aggregate consideration specified below, Seller's right, title and interest in those Branch Loans (as defined in Section 1.02(d)) that are Transferred Loans as identified pursuant to paragraph (c) below. Each Transferred Loan shall include all documents executed or delivered in connection with such loan to the extent such documents are in the loan file related to such loan, any and all collateral held as security therefor or in which a lien has been granted, and any and all guarantees, insurance and other credit enhancements relating thereto, together with accrued interest thereon, all as exists at the Effective Time. The term Transferred Loans shall also include any commitment to advance funds that is part of a Transferred Loan.
(b) The purchase price for each Transferred Loan purchased pursuant to Section 1.02
(a) shall be equal to the unpaid principal balance plus accrued and unpaid interest as of the Effective Time. The aggregate purchase price for all of the Transferred Loans calculated in accordance with the foregoing sentence shall be referred to as the "Transferred Loan Purchase Price". The amount paid pursuant to this section on the Effective Date (the "Estimated Transferred Loan Purchase Price") shall be based on the unpaid principal balance plus accrued and unpaid interest on the Transferred Loans as of the close of business on the date that is five (5) business days prior to the Effective Date (the "Estimation Date"), with an adjustment to be made on the tenth (10th) business day after the Effective Date ("Final Settlement Date"), in accordance with the procedures identified in Section 1.10, based on the unpaid principal balance plus accrued and unpaid interest as of the Effective Time.
(c) Purchaser has had the opportunity to make an extensive examination of the credit files containing documentation with respect to all of the Branch Loans. Seller has provided Purchaser with a list of all Branch Loans and Purchaser has marked on such list all Branch Loans which Purchaser desires to exclude from the purchase on the Effective Date. Such marked list is attached as Schedule 1.02(c). To the extent that Purchaser has excluded Branch Loans because it has been unable to complete diligence, such Branch Loans may, with Purchaser's approval, up...
Purchase of Loans. (a) In addition to the purchase of Branch Assets and assumption of Deposits described above, Liberty shall purchase on the Effective Date certain deposit related loans attributed on the records of Eagle to the Middlefield Office. These loans shall consist of: (i) loans secured by Deposits, including but not limited to, savings accounts and certificates, at the Middlefield Office, and (ii) loans created by writing a check or similar instrument on an account at the Middlefield Office, utilizing an established line of credit. Within five business days of the date of this Agreement, Eagle will provide to Liberty a list of such loans as of a recent practicable date. Each loan referred to in clause (i) shall be fully secured by a deposit account or accounts pursuant to a valid written agreement with the borrower. Each line of credit loan referred to in clause (ii) shall be pursuant to a valid written agreement with the borrower. All forms of written agreements used for such line of credit loans will be provided to Liberty.
(b) All loans (and any notes, other evidences of indebtedness or security instruments associated therewith) transferred to Liberty on the Effective Date pursuant to Section 1.04(a) shall be transferred without recourse and without any warranties or representations as to the collectability of any such loans or the creditworthiness of any such obligors.
(c) The purchase price for each loan purchased pursuant to Section 1.04(a) shall be equal to the unpaid principal balance plus accrued and unpaid interest as of the close of business on the Effective Date.
(d) The amount paid or offset under Section 1.04(c) on the Effective Date shall be based on Eagle's estimates of the amount of all loans to be purchased under Section 1.04(a), with an adjustment to be made based on the actual amount within ten business days of the Effective Date.
Purchase of Loans. Assumption of Liabilities
Purchase of Loans. (a) In addition to the purchase of assets and assumption of liabilities described above, the Purchaser shall purchase on the Effective Date certain deposit related loans of the Branches (the "Loans") at the par value of such loans on the Closing Date. These Loans shall consist of: (i) loans secured by deposit instruments, including but not limited to, savings accounts and certificates, on the books of the Branches and (ii) unsecured loans created by writing a check or similar instrument and creating an overdraft and loan on an account with an established line of credit. The Purchaser will receive all pertinent details on these loans as part of the closing transaction at least thirty days prior to the Effective Date. Purchase of these Loans shall be subject to each loan being acceptable to the Purchaser in accordance with the Purchaser's underwriting standards. (A list of such Loans as of December 31, 1997, is attached hereto as Schedule 1.04(a)). Loans related to the Deposit Liabilities include loans secured by deposits, overdraft loans related to checking accounts, and similar loans. Except as mutually agreed upon, Loans to be purchased will not include loans for which no active deposit relationship exists as a Deposit Liability which shall transfer. Purchaser reserves the right within its sole discretion to reject any such Loans, provided notice of such rejection is given not less than fourteen (14) days prior to the Closing Date; in which case the related Deposit Liabilities, if any, shall not transfer.