BRANCH PURCHASE AGREEMENTPurchase and Sale Agreement |
|
|
You are currently viewing: This Purchase and Sale Agreement involves
TIERONE CORP | GREAT WESTERN BANK. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
|
Exhibit 2.1
EXECUTION COPY
BRANCH PURCHASE AGREEMENT
By and Among
TIERONE BANK,
TIERONE CORPORATION
and
GREAT WESTERN BANK
Dated as of September 3, 2009
Page
i
ii
iii
In accordance with Item 601(b)(2) of Regulation S-K, TierOne Corporation has omitted the seller disclosure letter, which qualifies those representations, warranties or covenants of the Seller identified as being so qualified in the Branch Purchase Agreement, and the purchaser disclosure letter, which qualifies those representations, warranties or covenants of the Purchaser identified as being so qualified in the Branch Purchase Agreement, and the exhibits and schedules listed below. TierOne will furnish the omitted disclosure letters, exhibits and schedules to the U.S. Securities and Exchange Commission upon request.
iv
INDEX OF DEFINED TERMS
Page
i
ii
iii
iv
BRANCH PURCHASE AGREEMENT
THIS BRANCH PURCHASE AGREEMENT (this “ Agreement ”), is made this 3rd day of September, 2009, by and among GREAT WESTERN BANK, a bank chartered under the laws of the State of South Dakota (“ Purchaser ”), on the one hand, and TIERONE BANK, a savings association chartered under federal law (“ Seller ”), and TIERONE CORPORATION, a corporation formed under the laws of the State of Wisconsin (“ Parent ”), on the other hand.
WITNESSETH :
WHEREAS, Seller desires to sell, and Purchaser desires to acquire and operate, the branch offices described on Annex A attached hereto (the “ Branch Offices ”), and in this regard, Seller desires to sell and Purchaser desires to acquire certain assets relating thereto, including certain real and personal property used in the operation of the Branch Offices and certain loans and deposits, all as set forth more fully in this Agreement, upon the terms and conditions set forth herein;
WHEREAS, Seller desires to assign to Purchaser and Purchaser desires to assume and discharge from Seller certain liabilities relating to the Branch Offices, including certain obligations and liabilities relating to the deposits of the Branch Offices, and certain other obligations of Seller, all as set forth more fully in this Agreement, upon the terms and conditions set forth herein; and
WHEREAS, Parent owns all of the issued and outstanding capital stock of Seller and in order to induce Purchaser to execute and deliver this Agreement and to consummate the transactions contemplated hereby, Parent agreed to execute, deliver and perform its obligations under this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and promises herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties, intending to be legally bound hereby, agree as follows:
ARTICLE I TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 1.1 Purchase and Sale of Assets .
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller all of Seller’s right, title and interest in and to the following assets relating to the Branch Offices (collectively, the “ Assets ”) free and clear of all Encumbrances other than Permitted Encumbrances:
(i) Cash on Hand . All petty cash, vault cash, teller cash and automated teller machine (“ ATM ”) cash and any other cash at the Branch Offices or at the Owned ATMs (to the extent any Owned ATM is not converted pursuant to Section 4.33) (the “ Cash ”)
as of the Closing Date, subject to the rights of Seller or Purchaser to the cash in Owned ATMs as a lessee pursuant to the ATM Lease Agreement.
(ii) Loans.
(A) All of the loans set forth in Section 1.1(a)(ii) of the Seller Disclosure Letter, which includes (1) 1-4 Family Residential Loans, (2) Multi Family Loans, (3) Commercial Real Estate Loans, (4) AG Real Estate Loans, (5) Business/Commercial Loans, (6) AG Operating Loans and (7) loans subject to the Loan Participation and Servicing Agreements (the “ Old Republic Loans ”);
(B) Each loan or series of related loans made by the Branch Offices in the ordinary course of business consistent with past practice between the date set forth in Section 1.1(a)(ii) of the Seller Disclosure Letter and ten (10) Business Days before the Closing Date in an aggregate principal amount of $250,000 or greater in each case, if not previously expressly consented to in writing by Purchaser pursuant to Section 4.1(b)(vii), only to the extent expressly approved by Purchaser, in its sole discretion, to be included in the Assets;
(C) Each loan or series of related loans made by the Branch Offices in the ordinary course of business between the date set forth in Section 1.1(a)(ii) of the Seller Disclosure Letter and the Closing Date in an aggregate principal amount of less than $250,000 and which meet the following criteria at Closing:
(1) 1-4 Family Residential Loans with the collateral securing such loans, and the borrowers’ primary home residence within the states of Iowa, Nebraska, Missouri, South Dakota, Colorado, and Kansas and with all of the following attributes: (I) credit score greater than 650, (II) loan-to-valuation less than 90%, (III) less than 60 days past due, (IV) no pending litigation, (V) no pending borrower bankruptcy and (VI) with a primary customer relationship held by an officer at one of the Branch Offices;
(2) Multi Family Loans, Commercial Real Estate Loans, AG Real Estate Loans, Business/Commercial Loans, and AG Operating Loans with the collateral and the borrowers’ primary home residence within the states of Iowa, Nebraska, Missouri, South Dakota, Colorado, and Kansas and with all of the following attributes: (I) TierOne credit risk rating of between 1 to 4, (II) loan-to-valuation less than 90%, (III) less than 60 days past due, (IV) no pending litigation, (V) no pending borrower bankruptcy and (VI) with a primary customer relationship held by an officer at one of the Branch Offices;
(D) the loans purchased from Seller by Purchaser on the Closing Date pursuant to the Participation Agreement (the “GAP Loans” ); and
(E) Each Home Equity Loan, Equity Line of Credit Loan, Home Improvement Loan, Automobile and Other Consumer Loan that is outstanding ten
2
(10) Business Days prior to the Closing Date with the following attributes: (I) it has been written directly by a branch office, (II) the borrower has a Branch Deposit to be acquired by Purchaser hereunder, (III) loan-to-valuation less than 100%, (IV) less than 30 days past due, (V) no history in the previous 12 months of falling 30 days past due, (VI) credit score greater or equal to 680, (VII) no pending litigation and (VIII) no pending borrower bankruptcy,
together with any and all related promissory notes, liens, mortgages, deeds of trust, instruments, documentation, collateral, security, guarantees, documents, security and pledge agreements, insurance policies, financing statements, participation agreements, intercreditor agreements and other rights and interests, including all balances relating to such loans for which an escrow or other similar account is maintained under the terms of such loans, the (collectively, “Loans” ). Each Loan shall include the interest, fees, premiums, costs and other charges that have accrued on or been charged to the Loans but not received by Seller from the applicable borrower, or any guarantor, surety or other obligor therefor, or otherwise collected by offset, recourse to collateral or otherwise, all as set forth in Seller’s general ledger as of the Closing Date (the “Loan Interest” ). As used in this Agreement, the term “ loan ” consists of loans and loan participations, or other extensions of credit, including overdrafts (whether specifically extended or courtesy) relating to any Deposits as well as legally binding commitments and obligations to extend credit (including any unfunded or partially funded revolving loans, lines of credit and overdraft lines of credit), and the terms “ 1-4 Family Residential Loans ,” “ Multi Family Loans ,” “ Commercial Real Estate Loans ,” “ AG Real Estate Loans ,” “ Business/Commercial Loans ,” “ AG Operating Loans ,” “Home Equity Loans,” “Equity Line of Credit Loans,” “Home Improvement Loans,” “Automobiles” and “Other Consumer Loans” refer to such categories as used by Seller on June 30, 2009 to classify its loans;
provided , that the following shall not be considered Loans and shall not be included in the Assets (the “Excluded Loans ”):
(A) the entire Old Republic Loans in the event of any Counterparty Credit Rating downgrade by Standard & Poor’s to below BBB- for Old Republic International Corporation or any of its subsidiaries that are associated with the Old Republic Loans between the date of this Agreement and the Closing Date, or any default or breach by Old Republic Insured Financial Acceptance Corporation under any Loan Participation and Servicing Agreement or by the insurance provider under the insurance policy referenced therein, including the failure of any such policy to be in effect, in which case any such Loan Participation and Servicing Agreement will also be excluded from the Assets and will not be acquired by Purchaser;
(B) any loan set forth in Section 1.1(a)(ii) of the Seller Disclosure Letter under the categories of Multi Family Loans, Commercial Real Estate Loans, AG Real Estate Loans, Business/Commercial Loans and AG Operating Loans that has experienced any one of the following prior to the Closing: (1) payoff, discharge or satisfaction of such loan in full, (2) a drop to a Seller risk
3
rating of 6 or below, (3) the loan is the subject of pending litigation, (4) the borrower under such loan has filed a petition for relief under the United States Bankruptcy Code or indicated a refusal to pay the amount due on such loan, (5) collateral securing the loan has been repossessed (or foreclosure proceedings have commenced) or (6) the loan has fallen into arrears of greater than 60 days; and
(C) any loan set forth in Section 1.1(a)(ii) of the Seller Disclosure Letter under the category of 1-4 Family Residential Loans that has experienced any one of the following prior to the Closing: (1) payoff, discharge or satisfaction of such loan in full, (2) a drop to a Seller risk rating of 5 or below, (3) is the subject of pending litigation, (4) the borrower under such loan has filed a petition for relief under the United States Bankruptcy Code or indicated a refusal to pay the amount due on such loan, (5) collateral securing the loan has been repossessed (or foreclosure proceedings have commenced), (6) the loan has fallen into arrears of greater than 60 days or (7) a drop in the credit score of the borrower under such loan to less than 650.
(iii) Real Property . (A) All real property relating to the Branch Offices, including the buildings, improvements and structures thereon and the appurtenances belonging thereto (each, an “ Owned Real Property ” and, collectively, the “ Owned Real Properties ”), (B) all real property relating to Branch Offices pursuant to ground leases under which Seller is ground lessee or tenant (each a “Ground Lease” and collectively, “Ground Leases” ), including Seller’s ownership interest in all buildings, improvements and structures, and Seller’s leasehold interest in the land that is leased pursuant to any Ground Lease (each a “Ground Leased Property” and collectively, the “ Ground Leased Properties” ), and (C) all leasehold interests in real property relating to the Branch Offices (each a “ Leased Real Property ” and, collectively, the “ Leased Real Properties ”), which Owned Real Properties, Ground Leased Properties, and the Leased Real Properties are identified in Section 1.1(a)(iii) of the Seller Disclosure Letter, and all of Seller’s rights with respect to the occupancy of any and all of the Leased Real Properties and the Ground Leased Properties (“ Leases ”).
(iv) Personal Property . (A) The ATMs listed on Section 1.1(a)(iv)(A) of the Seller Disclosure Letter (the “ Owned ATMs ”) and (B) (1) the personal property (including any furniture, fixtures, equipment and inventory) located at the Branch Offices on the Closing Date and listed in Section 1.1(a)(iv)(B) of the Seller Disclosure Letter or such personal property acquired by Seller after the date hereof in compliance with Section 4.1 (collectively with the Owned ATMs, the “ Owned Personal Property ”), (2) the other personal property (including any furniture, fixtures, equipment and inventory) located at the Branch Offices on the Closing Date, which is leased by Seller and listed in Section 1.1(a)(iv)(B) of the Seller Disclosure Letter, or such personal property leased or licensed by Seller after the date hereof in compliance with Section 4.1 (collectively the “ Leased Personal Property ”). Any personal property to be conveyed to Purchaser by Seller pursuant to this Section 1.1(a)(iv) is hereinafter referred to as the “ Personal Property .”
4
(v) Records . As used in this Agreement, “ Records ” means all records, documents, data and files (in every format) in Seller’s possession, or in the possession of any of its agents or service providers, at Closing to the extent related to, or utilized by Seller or such agents or service providers to administer, reflect, monitor, evidence or record information respecting the business or conduct of any of the Branch Offices and all such records and documents, data and files (in every format) respecting (A) the Assets (including, with respect to the Loans, all documents executed or delivered in connection with such loan or loan participation, any and all collateral held as security therefor or in which a security interest, lien or mortgage has been granted and any and all guarantees, insurance and credit enhancements and rights of interest relating thereto), (B) the Assumed Liabilities and (C) the Transferred Employees (except confidential employee records which Seller is legally not permitted to transfer to Purchaser and for which consents to release such records to Purchaser shall not have been obtained from the relevant employee after commercially reasonable efforts by Seller to obtain such consent) including all such records maintained on electronic or magnetic media in an electronic data base system of Seller or any of its agents or service providers, or to comply with any applicable federal or state law or governmental regulation to which the Deposits are subject, including but not limited to Federal Reserve Board Regulation E (12 C.F.R. §205), Federal Reserve Board Regulation CC (12 C.F.R. §229) and applicable escheat and unclaimed property laws; provided, however, that for the purposes of this Section 1.1(a)(v), Records shall not include any federal, state, local or foreign income Tax records (including Tax Returns and supporting work papers) covering any period or transaction of Seller or any of the Assets, Branch Offices and Assumed Liabilities.
(vi) Contracts; Permits . The contracts set forth in Section 1.1(a)(vi) of the Seller Disclosure Letter, together with any additional contracts entered into by Seller in accordance with Section 4.1(b)(vi) (the “ Contracts ”) and all the Permits relating to the Owned Real Property, the Ground Leased Property or the Leased Real Property, to the extent assignable (the “ Assigned Permits ”).
(vii) Leasehold Improvements . All leasehold improvements (to the extent not otherwise included as Personal Property and to the extent of Seller’s interest therein) located at the Branch Offices on the Closing Date (the “ Leasehold Improvements ”).
(viii) Safe Deposit Box Business . All assets and property, of any kind, character or description related to the safe deposit box business located at the Branch Offices as of the Closing Date (the “ Safe Deposit Box Business ”).
(ix) Other Rights . All claims, suits, courses of action or other rights of Seller relating to the Assets and the Assumed Liabilities.
(b) For avoidance of doubt, subject to Section 4.2, Seller shall have the right to retain a copy of all Records, Contracts and Assigned Permits to the extent reasonably necessary in connection with accounting, tax, litigation or regulatory compliance purposes and Seller shall use such Records, Contracts and Assigned Permits only for such purposes.
5
Section 1.2 Excluded Assets and Liabilities .
(a) The Assets do not include, and Seller shall retain ownership of all right, title and interest in and to, any asset not identified as an Asset, including the following (the “ Excluded Assets ”): (i) all Excluded Loans; (ii) any property or asset which is not being transferred pursuant to Section 1.1, including (A) the existing name of Seller or any combination or derivation thereof, (B) all software of Seller, (C) any logos, service marks, trademarks, advertising material, slogans or similar items used on or prior to the Closing Date by Seller or Parent in connection with its business, (D) any refunds, credits or other assets or rights (including interest thereon or claims therefor) with respect to any Taxes paid by Seller, or for which Seller or any of its Affiliates are responsible under this Agreement, relating to the Assets or the Assumed Liabilities, (E) amounts recovered on any loans, loan participations or other extensions of credit that have been charged off prior to the Closing Date, (F) any real property owned, leased or licensed by Seller other than the Owned Real Properties, the Ground Leased Properties and the Leased Real Properties, (G) any insurance policies of Seller relating to any of the Branch Offices, Assets or Employees or (H) any assets arising out of or relating to employee benefits or employee benefit or compensation plans, programs, agreements or arrangements maintained or contributed to (or formerly maintained or contributed to) by Seller, any of its Affiliates or any trade or business (whether or not incorporated) which, together with Seller or any of its Affiliates, would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended (the “ Code ”), or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) (an “ ERISA Affiliate ”); and (iii) any Excluded Owned Real Property.
(b) It is understood and agreed that, except as expressly set forth in this Agreement, Purchaser shall not assume or be liable for, and the Assumed Liabilities shall not include, any of the debts, obligations or liabilities of Seller of any kind or nature whatsoever (whether or not accrued or fixed, absolute or contingent, known or unknown), and Seller shall remain and be solely and exclusively liable with regard to such debts, liabilities and obligations, including liabilities and obligations accrued or arising on or prior to the Closing Date relating to the assets, liabilities, leases and contracts, employees and their employment, and the operation of the Branch Offices (collectively, the “ Excluded Liabilities ”).
(c) Notwithstanding anything to the contrary in this Agreement, each of the following shall be Excluded Liabilities for purposes of this Agreement:
(i) all liabilities and obligations under Leases and Contracts to be paid or performed prior to the Closing Date and all liabilities and obligations thereunder to be paid or performed thereafter and which, but for a breach or default by Seller, would not have arisen or would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of such a breach or default by Seller occurring on or prior to the Closing Date;
(ii) the liabilities for which Seller is responsible under Section 1.4(a), if any;
(iii) all liabilities or obligations in respect of any Excluded Assets;
6
(iv) except for the liabilities or obligations described in Section 1.3(a) of the Seller Disclosure Letter, any liability or obligation (x) arising under Environmental Laws or (y) relating to the presence or release of any Hazardous Materials in, on or beneath any Properties or Assets (or formerly owned or leased property), in each case arising from Seller’s operation of the business or relating to environmental conditions existing on or prior to the Closing Date;
(v) all liabilities under the WARN Act relating to any non-Transferred Employee;
(vi) all liabilities for which Seller is responsible pursuant to Section 5.1 or Section 6.1; and
(vii) all liabilities arising out of, or relating to, employee benefits or employee benefit or compensation plans, programs, agreements or arrangements maintained or contributed to (or formerly maintained or contributed to) by Seller, any of its Affiliates or any ERISA Affiliate, including (w) all liabilities arising under the “employee benefit plans” (within the meaning of Section 3(3) of ERISA) maintained or contributed (or required to be maintained or contributed to) by Seller or any of its Affiliates or any ERISA Affiliate and any other employee benefit plan, program or arrangement or employment agreement in which Employees participate (including without limitation any pension, retirement, profit-sharing, thrift, savings, bonus plan, incentive, stock option or other equity or equity-based compensation, or deferred compensation arrangement, stock purchase, severance pay, retention, change of control, unemployment benefits, sick leave, vacation, salary continuation for disability, hospitalization, health or medical insurance, life insurance, fringe benefit, compensation, flexible spending account or scholarship program, and any employment or severance contract or similar practice, policy or arrangement whether in writing or oral) (each, an “ Employee Benefit Plan ”), (x) all liabilities arising under Title IV of ERISA, (y) all liabilities with respect to compensation, bonuses and commissions owed to any current or former Employee that are payable with respect to services performed by such individuals prior to their termination of employment or service with Seller or any of its Affiliates and (z) all liabilities with respect to time lost from work prior to the Closing or expenses incurred prior to the Closing with respect to any personal injuries, including workers’ compensation or disability, allegedly arising during their employment or engagement by Seller or any of its Affiliates, regardless of when any such claim is made or asserted.
(d) As used in this Agreement, “ Excluded Owned Real Property ” means any Owned Real Property (i) in connection with which any environmental diligence report prepared by a third party prior to the Closing indicates, in the reasonable good faith judgment of Purchaser, a material environmental concern or occupational exposure concern that is likely to result in liabilities or costs in excess of $100,000, and (ii) which Purchaser elects to exclude from the Assets. Purchaser shall give Seller notice of any Excluded Owned Real Property at least twenty (20) Business Days prior to the Closing. For the avoidance of doubt, the treatment of the Assets located at, Employees working at and Assumed Liabilities relating to the affected Branch Office shall be as set forth in Section 4.31.
7
Section 1.3 Assignment and Assumption of Assumed Liabilities .
(a) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall assign to Purchaser, and Purchaser shall accept and assume from Seller and shall be solely and exclusively liable for, the liabilities of Seller with respect to the following, but only to the extent that such obligations arise or accrue after the Closing Date (collectively, the “ Other Liabilities ,” and, together with the Deposits, the “ Assumed Liabilities ”):
(i) the Deposits;
(ii) the liabilities for which Purchaser is responsible after the Closing Date under Section 1.4(a), if any;
(iii) obligations under the Leases and Contracts transferred to Purchaser on the Closing Date pursuant to this Agreement;
(iv) all liabilities for which Purchaser is responsible pursuant to Section 5.1 or Section 6.1.; and
(v) liabilities or obligations described in Section 1.3(a) of the Seller Disclosure Letter.
(b) As used in this Agreement, the following terms shall have the following meanings:
(i) “ Branch Deposits ” shall mean, as of any given time, all deposits (including but not limited to demand deposit accounts, savings accounts and certificates of deposit): (A) domiciled at any Branch Office including (1) accounts accessible by negotiable orders of withdrawal or other demand instruments, (2) all Retirement Accounts, (3) all deposits through which Seller accepts payments or deposits for credit or deposit to another account and (4) all deposit accounts subject to arrangements between the owner of the account and a third party which directly makes Automated Clearing House (“ ACH ”) debits and credits, including social security payments, federal recurring payments, and other payments debited and/or credited on a regularly scheduled basis to or from such accounts (such payments being hereinafter referred to as the “ Automated Items ” and such accounts being hereinafter referred to as the “ Automated Accounts ”), (B) any deposit account that is security for or associated with any Loan, (C) deposits held at a branch that is to be retained by Seller that is held at that branch for any customer with a Primary Relationship with one of the Branch Offices, (D) all repurchase agreements together with interest on the deposits, if any, that is accrued but un-posted, that have been issued between Seller and its customers domiciled at any of the Branch Offices and (E) all off-balance sheet sweep accounts, together with interest on the deposits, if any, that is accrued but un-posted to Seller’s general ledger domiciled at any of the Branch Offices.
(ii) “ Deposits ” shall mean (A) Branch Deposits listed on Section 1.3(b)(ii) of the Seller Disclosure Letter; (B) Branch Deposits in accounts opened on behalf of a customer by a Branch Office in the ordinary course of business consistent with past
8
practice between the date listed on Section 1.3(b)(ii) of the Seller Disclosure Letter and the close of business on the Closing Date, in each case as such Branch Deposits may be increased or decreased in the ordinary course of business, and in each case provided such Branch Deposits are domiciled at the Branch Offices as of the close of business on the Closing Date; and (C) all of the Branch Deposits not listed on Section 1.3(b)(ii) of the Seller Disclosure Letter that prior to the Closing Date both Seller and Purchaser agree, acting reasonably, should have been listed on Section 1.3(b)(ii) of the Seller Disclosure Letter. Notwithstanding the foregoing, Deposits shall not include any Excluded Deposit. (iii) “ Excluded Deposits ” shall mean (A) Branch Deposits not able to be assumed by Purchaser because of legal impediments; (B) any Branch Deposit account that is security for or associated with any Loan not being acquired by Purchaser, including equity lines of credit or deposit overdraft and collateral Loans not acquired by Purchaser; (C) Branch Deposit accounts of any customer with a Primary Relationship with a branch of Seller that is not one of the Branch Offices; (D) any brokered deposit account; (E) any Branch Deposit account that is involved in any pending or threatened litigation, mediation or arbitration as of the Closing Date; (F) Branch Deposits held in Retirement Accounts, the beneficiary of which has notified Seller or Purchaser of such beneficiary’s objection to Purchaser (or its designee) serving as a trustee or custodian of such account; and (G) Branch Deposits held by Seller itself;
(iv) “ Primary Relationship ” shall mean a relationship between a customer, on the one hand, and a branch of Seller or a Branch Office to be acquired by Purchaser, as applicable, on the other hand, based on the criteria set forth in Schedule 1.3(b)(iv) hereto; and
(v) “ Retirement Accounts ” shall mean non-discretionary individual retirement accounts and qualified retirement plan accounts for which Seller acts as custodian or trustee.
Section 1.4 Adjustment for Income, Expenses and Fees .
(a) All items of income, operating expenses and fees relating to the Assets and Assumed Liabilities, whether or not accrued or prepaid prior to the Closing Date (including rents, safe deposit fees, utility payments, payments under Contracts, Leases and Assigned Permits, all Taxes that are imposed on a periodic basis with respect to the Assets or the Assumed Liabilities (including personal property taxes and non-delinquent real property taxes), any fees paid or payable to Seller with respect to the Loans or the Retirement Accounts (to the extent included in the Assumed Liabilities), and any Federal Deposit Insurance Corporation (“ FDIC ”) and Depositors Insurance Fund fees or premiums), shall be pro-rated between the parties as of the Closing Date, with Seller responsible for (or entitled to receive, as the case may be) all such items which are allocable to the period on or prior to the Closing Date and Purchaser responsible for (or entitled to receive, as the case may be) all such items which are allocable to the period subsequent to the Closing Date; provided, however, that (i) each of Seller and Purchaser shall be responsible for 50% of any special assessment on the Assets and/or Deposits imposed by the FDIC from the date hereof to and including December 31, 2009 and (ii) Purchaser shall be responsible for 100% of any special assessment on the Assets and/or Deposits imposed by the
9
FDIC after December 31, 2009. The aggregate net amount of such proration shall result in an adjustment (the “ Pro-Rata Adjustment ”) in the calculation of the Estimated Transfer Amount and the Final Transfer Amount as provided for in Section 1.5 and Section 1.7, respectively. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any portion of a special assessment on the Assets and/or Deposits imposed by the FDIC unless and until the Closing occurs.
(b) The Pro-Rata Adjustment shall include the dollar amount of all security deposits which Seller has paid to lessors or landlords under the Tenant Leases and Ground Leases as an amount that Seller is entitled to receive (without proration), as indicated in each Assignment and Assumption of Tenant Leases and to the extent confirmed by each Landlord Consent to be executed and delivered by such lessors or landlords under the various Tenant Leases and Ground Leases.
(c) To the extent that any of the items of income, fees or expenses described in this Section 1.4 are not discovered prior to the preparation of the Post-Closing Schedule, the parties shall cooperate so that Purchaser or Seller, as the case may be, pays any such fee or expense or receives any such income depending upon whether such fee, expense or income relates to the period after, on or before the Closing Date.
(d) All prorations made pursuant to this Section 1.4 shall be based upon the ratio of the number of days prior to and including the date of Closing related to such item compared to the total number of days related to such item.
Section 1.5 Estimated Transfer Amount .
(a) Three (3) Business Days prior to the Closing, Seller shall deliver to Purchaser a certificate executed on behalf of Seller by the President or any Vice President of Seller, dated the date of its delivery, (x) stating that there has been conducted under the supervision of such officer a review of all relevant information and data then available, (y) attaching a schedule setting forth Seller’s best estimate of the following, in each case as of the close of business on the date that is five (5) Business Days prior to the Closing (the “ Estimation Date ”): (i) the aggregate amount of the Deposits, including (to the extent not reflected in such aggregate amount) any accrued and unpaid interest with respect to such Deposits (the “ Estimated Deposits ”); (ii) the aggregate gross book value of the Loans, including (to the extent not reflected in such gross book value) all Loan Interest minus an aggregate discount equal to 2.0% of the aggregate gross book value of the Loans (other than the GAP Loans) (for the avoidance of doubt any loan loss reserves attributable to the Loans will not be included in the Assets), including (to the extent not reflected in such book value) all Loan Interest and minus $1,750,000 (as a discount in respect of the GAP Loans) (such book value and Loan Interest, as so adjusted, the “ Estimated Loan Payment ”); (iii) the aggregate amount of the Cash (the “ Estimated Cash ”); and (iv) the Pro-Rata Adjustment (the “ Estimated Pro-Rata Adjustment ”), in the case of clauses (i) through (iv), determined in accordance with Seller GAAP and (z) stating that the attached schedule has been prepared in good faith and in compliance with this Section 1.5. Each such estimate shall be subject to the prior written approval of Purchaser, which approval shall not be unreasonably delayed, conditioned or withheld.
10
(b) In connection with the sale by Seller to Purchaser of the Assets and the assumption by Purchaser of the Assumed Liabilities as provided for herein, at the Closing, (x) if the Estimated Transfer Amount is positive, Seller shall transfer to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser to Seller at least three (3) Business Days prior to the Closing Date (“ Purchaser’s Account ”), an amount equal to the absolute value of the Estimated Transfer Amount and (y) if the Estimated Transfer Amount is negative, Purchaser shall transfer to Seller by wire transfer of immediately available funds (to an account designated in writing by Seller to Purchaser at least three (3) Business Days prior to the Closing Date) (“ Seller’s Account ”), an amount equal to the absolute value of the Estimated Transfer Amount. For purposes of this Agreement:
(i) “ Estimated Target Amount ” means an amount equal to the sum of (i) the amount determined in accordance with Schedule 1.5(b)(i) (the “ Deposit Premium ”), (ii) the Estimated Loan Payment, (iii) the Estimated Cash, (iv) the estimated aggregate book value (net of accumulated depreciation) as of the Closing Date of the Personal Property and the Leasehold Improvements as set forth on the Book Value Schedule delivered pursuant to Section 4.16 and (v) the higher of (x) the estimated aggregate book value (net of accumulated depreciation) as of the Closing Date of each of the Owned Real Properties and (y) the real property tax assessed value of such Owned Real Property, in each case as set forth on the Book Value Schedule delivered pursuant to Section 4.16, plus the Estimated Pro-Rata Adjustment (if such amount is owing to Seller) or minus the Estimated Pro-Rata Adjustment (if such amount is owing to Purchaser).
(ii) “ Estimated Transfer Amount ” means the Estimated Deposits minus the Estimated Target Amount.
Section 1.6 Post-Closing Schedule .
(a) Within forty-five (45) Business Days after the Closing Date, Purchaser shall deliver to Seller a schedule (the “ Post-Closing Schedule ”) setting forth the actual amount of (i) the aggregate amount of the Deposits, including (to the extent not reflected in such aggregate amount) any accrued and unpaid interest with respect to such Deposits, (ii) the aggregate gross book value of the Loans, including (to the extent not reflected in such book value) all Loan Interest, minus an aggregate discount equal to 2.0% of the aggregate gross book value of the Loans (other than the GAP Loans), including (to the extent not reflected in such book value) all Loan Interest, and minus $1,750,000 (as a discount in respect of the GAP Loans), (iii) the aggregate amount of the Cash, (iv) the aggregate book value (net of accumulated depreciation) of the Personal Property and the Leasehold Improvements, (v) the higher of (x) the aggregate book value (net of accumulated depreciation) as of the Closing Date of each of the Owned Real Properties as set forth on the Book Value Schedule delivered pursuant to Section 4.16 and (y) the real property tax assessed value of such Owned Real Property set forth on Section 2.13(g) of the Seller Disclosure Letter and (vi) the Pro-Rata Adjustment, in each case as of the Closing Date. Seller shall cooperate with Purchaser in the preparation of the Post-Closing Schedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may review the Post-Closing Schedule. In each case, such book value shall be determined in
11
accordance with Seller GAAP. Purchaser agrees that, following the Closing, it will not knowingly take any actions with respect to the books, records, policies and procedures of the Branch Offices that would obstruct or prevent the preparation of the Post-Closing Schedule or the access rights of Seller described in the preceding sentence in any material respect.
(b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Seller (the “ Review Period ”), Seller may dispute all or any portion of the Post-Closing Schedule by giving written notice (a “ Notice of Disagreement ”) to Purchaser setting forth in reasonable detail the basis for such dispute (hereinafter called a “ Disagreement ”). The failure by Seller to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Seller of the Post-Closing Schedule in the form delivered by Purchaser. If Seller delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Purchaser shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Seller setting forth in reasonable detail the basis for such dispute within ten (10) Business Days following the delivery of the Notice of Disagreement, Purchaser shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement.
(c) If Purchaser disputes all or any portion of the Notice of Disagreement within the period specified in the last sentence of Section 1.6(b), and the parties are not able to resolve any Disagreement within fifteen (15) calendar days after the delivery by Purchaser of its dispute of the Notice of Disagreement, such unresolved Disagreement(s) shall be referred to Deloitte & Touche LLP or, if such firm is unavailable or unwilling to act, another nationally recognized accounting firm as to which Purchaser and Seller mutually agree, who shall, acting as accounting experts and not arbitrators, determine the disputed amounts in accordance with this Agreement. The determination of such firm shall be final and binding upon the parties and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half (50%) by Purchaser and one-half (50%) by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to such party’s books, records, facilities, personnel and independent accountants.
(d) As used in this Agreement, the term “ Business Day ” shall mean any day (other than a Saturday or Sunday) on which banking institutions shall generally be open for the transaction of business in the State of Nebraska.
Section 1.7 Final Settlement . On the Business Day immediately following the day on which the Post-Closing Schedule shall have been finally determined pursuant to the terms of Section 1.6 (the “ Final Settlement Date ”), Purchaser shall recalculate each of the Estimated Deposits, the Estimated Target Amount and the Estimated Transfer Amount, as of the Closing Date using the amounts reflected in the final Post-Closing Schedule. As so recalculated, such amounts are referred to herein as the “ Final Deposits ”, the “ Final Target Amount ” and the “ Final Transfer Amount ”, respectively. If the Final Transfer Amount is greater than the Estimated Transfer Amount, then Seller shall pay the difference to Purchaser. If the Final Transfer Amount is less than the Estimated Transfer Amount, then, Purchaser shall pay the difference to Seller. In each case such payment shall be made within three (3) Business Days
12
after the Final Settlement Date by wire transfer in immediately available funds to Seller’s Account or Purchaser’s Account, as applicable. Any payment pursuant to this Section 1.7 (such payment the “ Final Transfer Payment ” ) shall include interest on such amount for the number of days from and including the Closing Date to but excluding the Final Settlement Date (the “ Interest Period ”) calculated at the Agreed Rate. “ Agreed Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by Purchaser and Seller from three (3) federal funds brokers of recognized standing selected by both Purchaser and Seller. For a day that is not a Business Day, the Federal Funds Rate shall be the rate applicable to federal funds transactions on the immediately preceding day for which such rate is reported.
Section 1.8 Allocation of Purchase Price . Purchaser shall deliver to Seller, within thirty (30) calendar days after the Final Settlement Date, a schedule allocating the consideration paid by Purchaser among the Assets, including any intangible assets (the “ Proposed Final Allocation ”) prepared in a manner consistent with the Post-Closing Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The methodology for such allocation shall be set forth on Schedule 1.8. Seller shall have thirty (30) calendar days from receipt of the Proposed Final Allocation to object in writing to such Proposed Final Allocation. If Seller does not object within such period the Proposed Final Allocation shall become final (the “ Final Allocation ”). If Seller provides written notice to Purchaser prior to the end of such period that objects to the Proposed Final Allocation, Purchaser and Seller shall negotiate in good faith to agree on the Final Allocation. If Purchaser and Seller do not agree on the Final Allocation within forty-five (45) calendar days of Seller having provided written notice to Purchaser, then any dispute with respect to the Final Allocation shall be resolved by a nationally recognized accounting firm to be selected in accordance with Section 1.6(c). Any determination of such firm shall be made as soon as practicable and will be final and binding upon the parties. The parties shall sign the Final Allocation once it has been finalized. Seller and Purchaser agree to (i) be bound, and cause any of their Affiliates to be bound, by the Final Allocation, (ii) prepare and file their Tax Returns on a basis consistent with the Final Allocation unless required to do otherwise under Applicable Law and (iii) take no position, and cause any of their Affiliates to take no position, inconsistent with the Final Allocation on any applicable Tax Return or in any administrative or judicial examination or other proceeding with respect to Taxes, unless required to do otherwise under Applicable Law. In the event that the Final Allocation is disputed by any Governmental Entity, the party receiving notice of the dispute shall promptly notify the other party concerning resolution of the dispute. Each of Seller, on the one hand, and Purchaser, on the other hand, agrees to cooperate with the other in preparing Internal Revenue Service (“ IRS ”) Form(s) 8594 (including any such form(s) required to be filed as a result of any adjustment to the consideration paid hereunder), and to furnish the other with a copy of such form(s) prepared in a draft form no later than sixty (60) calendar days before the due date for the filing of such form(s) (including any extensions).
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT
13
Except as set forth in the disclosure letter delivered to Purchaser by Seller at or prior to the execution hereof (the “ Seller Disclosure Letter ”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein and such other representations, warranties or covenants to the extent a matter in such section is disclosed in such a way as to make its relevance to such other representation, warranty or covenant reasonably apparent), Seller and Parent hereby, jointly and severally, represent and warrant to Purchaser as follows:
Section 2.1 Corporate Organization and Powers .
(a) Seller is a federally-chartered savings association, duly organized, validly existing and in good standing under federal law and Parent is a corporation, duly organized, validly existing and in current status under the laws of the State of Wisconsin.
(b) (i) Seller has the full power and authority to own, lease, license or operate the Assets and to carry on the business of the Branch Offices as presently conducted and is duly qualified and in good standing to do business in Nebraska and Iowa and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate with all other such failures, have a Material Adverse Effect and (ii) Parent has the full power and authority to own, lease, license or operate its assets and to carry on the business of its business as presently conducted and is duly qualified and, in the case of Wisconsin, in current status, and in good standing to do business in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate with all other such failures, have a Material Adverse Effect.
(c) True and complete copies of the articles of incorporation and all amendments thereto of Parent (“ Parent Charter ”), and of the By-laws of Parent, as amended to date (“ Parent By-laws ”), have been made available to Purchaser.
(d) True and complete copies of the charter and all amendments thereto of Seller (“ Seller Charter ”), and of the By-laws of Seller, as amended to date (“ Seller By-laws ”), have been made available to Purchaser. Seller is wholly owned by Parent.
(e) “ Material Adverse Effect ” shall mean any circumstance, change in or effect that has or would, individually or when taken together with all other circumstances, changes or effects, reasonably be expected to have a material adverse effect on the Assets and the Assumed Liabilities taken as a whole or on the business of the Branch Offices taken as a whole as conducted by Seller immediately prior to the date of this Agreement (the “ Branch Business ”); provided, however, that “ Material Adverse Effect ” shall not include any adverse change, event, development, or effect arising from or relating to (i) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (ii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military
14
installation, equipment or personnel of the United States, (iii) changes in Applicable Law, GAAP or regulatory accounting principles, or authoritative interpretations thereof after the date of this Agreement that affect in general the financial services industry, (iv) compliance with the terms of, or the taking of any action contemplated by, this Agreement or any of the other agreements contemplated hereby, (v) the markets or industry in which the Branch Offices operate generally, or (vi) the public announcement of this Agreement or the other agreements contemplated hereby or of the consummation of the transactions contemplated hereby or thereby, except in the case of clause (i), (ii), (iii) or (v) immediately above to the extent that any such change, event, development or effect has a materially disproportionate impact on the Assets and the Assumed Liabilities, taken as a whole, or the Branch Business.
Section 2.2 Corporate Authority; No Violation .
(a) Each of Seller and Parent has the corporate power and authority to execute, deliver and perform this Agreement and any documents, agreements or instruments to be executed by Seller or Parent, as the case may be, pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any documents, agreements or instruments to be executed by Seller or Parent, as the case may be, pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and Parent, and do not require any further corporate authorization on the part of Seller or Parent or their respective stockholders. This Agreement has been duly executed and delivered by Seller and Parent and (assuming the due authorization, execution and delivery of this Agreement by Purchaser) constitutes a legal, valid and binding obligation of Seller and Parent, enforceable against Seller and Parent in accordance with its terms, and the other documents, agreements and instruments to be delivered by Seller or Parent, as the case may be, to Purchaser pursuant to this Agreement will, when executed and delivered, be duly executed and delivered by Seller or Parent, as the case may be, and will constitute legal, valid and binding obligations of Seller or Parent, as the case may be, enforceable against Seller or Parent, as the case may be, in accordance with their terms, in all cases except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally, general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.
(b) Neither the execution, delivery and performance by Seller or Parent of this Agreement or any document, agreement or instrument to be executed by Seller or Parent, as the case may be, pursuant to this Agreement, nor the consummation by Seller or Parent of the transactions contemplated hereby or thereby, nor compliance by Seller or Parent with any of the terms or provisions hereof or thereof, will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Assets or Assumed Liabilities, under (i) any provision of the Parent Charter, Parent By-laws, Seller Charter or Seller By-laws; (ii) any Court Order applicable to Seller or Parent or any of their respective properties, assets or liabilities (including the Assets and the Assumed Liabilities); (iii) any Permit; or (iv) except for consents as set forth in Section 2.3 of the Seller Disclosure Letter, any contract, lease, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument to which Seller or Parent
15
is a party, or by which Seller, Parent or any of the Assets or Assumed Liabilities may be bound or affected including the Contracts and Leases. For purposes of this Agreement, “ Court Order ” means any judgment, order, award or decree of any United States federal, state or local, or any supra-national or non-U.S., court or tribunal and any award in any arbitration proceeding.
Section 2.3 Consents and Approvals . Except as set forth in Section 2.3 of the Seller Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other third party is required in connection with the execution, delivery and performance of this Agreement by Seller or Parent, or any document, agreement or instrument to be executed by Seller or Parent, as the case may be, pursuant to this Agreement or the consummation by Seller and Parent of the transactions contemplated hereby or thereby (including the transfer of the Assets to Purchaser).
Section 2.4 Compliance With Law .
(a) Except for any Environmental Laws and Applicable Laws relating to Taxes or Loans, which are addressed exclusively in Section 2.8, Section 2.11 and Section 2.12, respectively, and except as set forth in Section 2.4 of the Seller Disclosure Letter, with respect to the Assets and the business of Seller related to the Branch Offices, Seller is in compliance in all material respects with the provisions of all applicable United States federal, state and local, and any non-U.S. laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Entity (including those pertaining to employees and electrical, building, zoning and occupational safety and health requirements) or common law (collectively, “ Applicable Laws ”). To the extent applicable to the Assets, the Branch Offices or the Employees, Seller is in compliance with the requirements of the Workers Adjustment and Retraining Notification Act and with any and all comparable state, local and other legal requirements (including without limitation legal requirements under state law regarding mass layoffs) (collectively, the “ WARN Act ”), and has no liabilities or unfulfilled notice obligations pursuant to the WARN Act. To the extent applicable to the Assets, the Branch Offices or the Employees, Seller has not taken any action that would cause Seller or, after the Closing, Purchaser (without giving effect to any actions taken by Purchaser following the Closing) to have any liability thereunder. Except for regularly scheduled examinations, audits and full and limited scope reviews conducted by the Federal Reserve, the Office of Thrift Supervision, the FDIC and any other governmental authority under any Applicable Law relating to savings associations and their holding companies, and except as set forth in Section 2.4 of the Seller Disclosure Letter, Seller has not received written notice, nor to Seller’s knowledge oral notice, of any investigation or review by any United States, foreign, federal, state or local court, tribunal, judicial body, arbitral body, administrative agency or commission, other governmental authority or instrumentality (each, a “ Governmental Entity ”). Seller has all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations (“ Permits ”) of all Governmental Entities necessary for the lawful conduct of the business being conducted at each of the Branch Offices and all such Permits are valid, subsisting and in full force and effect, in good standing and, to Seller’s knowledge, not subject to any pending or threatened suspension, modification or revocation or proceedings related thereto.
(b) Complete and correct copies of all of the Assigned Permits have been made available to Purchaser, and (i) Seller has fulfilled and performed its obligations under each of the
16
Assigned Permits in all material respects, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Assigned Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Assigned Permit, or which might adversely affect the rights of Seller under any such Assigned Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Assigned Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, Seller; and (iii) except as set forth in Section 2.4 of the Seller Disclosure Letter, each of the Assigned Permits may be assigned and transferred to Purchaser in accordance with this Agreement without (x) the occurrence of any breach, default or forfeiture of rights by Seller or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Entity.
(c) The Branch Offices have been operated in all material respects in compliance with Sellers’ policies and procedures.
Section 2.5 Title to Assets .
Seller has, and will deliver to Purchaser at the Closing, good, valid and marketable title to all of the Owned Real Property, free and clear of all Encumbrances except for the Permitted Encumbrances and except as otherwise expressly provided in Section 4.26. Except as expressly set forth on Section 2.5 of the Seller Disclosure Letter, Seller will deliver to Purchaser at the Closing good, valid and marketable title to all of the other Assets and in the case of Leased Real Property, the Ground Leased Property and Leased Personal Property, Seller has and will deliver to Purchaser at the Closing, a valid leasehold interest in such leased Assets, in each case free and clear of all mortgages, covenants, claims, charges, liens, encumbrances, easements, limitations, restrictions, rights of way, pledges, deeds of trust, leases or other encumbrances of any kind (“ Encumbrances ”) except for the following (“ Permitted Encumbrances ”):
(a) Encumbrances securing the Leased Personal Property listed on Section 2.5(a) of the Seller Disclosure Letter;
(b) inchoate Encumbrances imposed by law, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Encumbrances arising in the ordinary course of business consistent with past practice which are not due and payable, and not involving more than Five Thousand Dollars ($5,000) in the aggregate;
(c) Encumbrances for Taxes or assessments, special or otherwise, which are not due and payable or delinquent;
(d) zoning, entitlement or other land use regulations that do not adversely impact, in any material respect (in the reasonable judgment of Purchaser acting in good faith), the intended use of any of the Owned Real Properties for the business purposes to be conducted by Purchaser thereon after the Closing Date, assuming Purchaser will conduct its business in substantially the same way as Seller conducted the business of the Branch Offices immediately prior to the Closing;
17
(e) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other restrictions, including any other agreements, conditions or restrictions that would be shown by a current title report or other similar report or listing, which do not adversely impact, in any material respect (in the reasonable judgment of Purchaser acting in good faith), the intended use of any of the Owned Real Properties for the business purposes to be conducted by Purchaser thereon after the Closing Date, assuming Purchaser will conduct its business in substantially the same way as Seller conducted the business of the Branch Offices immediately prior to the Closing;
(f) any conditions that may be shown by a current Survey or physical inspection of the Owned Real Properties, which do not adversely impact, in any material respect (in the reasonable judgment of Purchaser acting in good faith), the intended use of any of the Owned Real Properties for the business purposes to be conducted by Purchaser thereon after the Closing Date, assuming Purchaser will conduct its business in substantially the same way as Seller conducted the business of the Branch Offices immediately prior to the Closing;
(g) with respect to any Leased Real Property, Ground Leased Property and Leased Personal Property, title of a landlord or lessor under a capital or operating lease, any Encumbrances set forth in the applicable lease and any Encumbrances affecting landlord’s or lessor’s interest in the Leased Real Property, Ground Leased Property or Leased Personal Property; and
(h) Landlord Leases.
Section 2.6 Contracts and Leases .
(a) Except as set forth in Section 2.6(a) of the Seller Disclosure Letter, Seller is not a party to or bound by any agreements or arrangements for the purchase or sale of any of the Assets or the assumption of the Assumed Liabilities, or for the grant of any preferential right to purchase any of the Assets or assume any of the Assumed Liabilities.
(b) Each of the Contracts set forth in Section 1.1(a)(vi) of the Seller Disclosure Letter constitutes and, on the Closing Date, each of the Contracts included in the Assets will constitute, the legal, valid and binding obligation of Seller, and, to the knowledge of Seller, each of the other parties thereto. Each of the Contracts set forth in Section 1.1(a)(vi) of the Seller Disclosure Letter is, and, on the Closing Date, each of the Contracts included in the Assets will be, in full force and effect (except to the extent that any Contract expires in accordance with its terms). Except as set forth in Section 2.6(b) of the Seller Disclosure Letter, Seller has fulfilled and performed in all material respects its obligations under the Contracts in accordance with their respective terms. Neither Seller nor, to Seller’s knowledge, any other party to any Contract is, or is alleged to be, in breach or default under any Contract, nor, to the knowledge of Seller, does there exist any condition which with the passage of time or the giving of notice or both would result in a breach or default thereunder. Seller has made available to Purchaser true and complete copies of each Contract set forth on Section 1.1(a)(vi) of the Seller Disclosure Letter and will make available to Purchaser a true and complete copy of each other Contract entered into after the date hereof at the time it is entered into. Section 1.1(a)(vi) of the Seller Disclosure Letter contains a true and complete list of each lease or other agreement (showing in each case
18
the annual rental) under which Seller is lessee of any Personal Property owned by a third Person and used (other than any of the Excluded Assets) in the conduct of the Branch Business.
(c) Section 1.1(a)(iii) of the Seller Disclosure Letter sets forth all of the Leased Real Property and the Ground Leased Property. The Leases under which Seller is the tenant or lessee or holds or operates, any real property owned by any third Person (“ Tenant Leases ”) and/or under which Seller is the landlord or lessor (“ Landlord Leases ”) are each set forth on Section 2.6(c) of the Seller Disclosure Letter (showing the parties thereto, the location and common address). Each of the Leases constitutes the legal valid and binding obligation of Seller and, to the knowledge of Seller, each of the other parties thereto and is in full force and effect (except to the extent that any Lease expires in accordance with its terms). Except as set forth in Section 2.6(c) of the Seller Disclosure Letter, Seller has fulfilled and performed in all material respects its obligations under the Leases in accordance with their respective terms. Except as set forth in Section 2.6(c) of the Seller Disclosure Letter, neither Seller nor, to Seller’s knowledge, any other party to any Lease is, or is alleged to be, in breach or default under any Lease, nor, to the knowledge of Seller, does there exist any condition which with the passage of time or the giving of notice or both would result in a breach or default thereunder. All sums due and owing at the date of this Agreement by Seller pursuant to the Leases have been paid and all sums due and owing through the Closing Date by Seller pursuant to the Leases will be paid as and when due. Except as set forth in Section 2.6(c) of the Seller Disclosure Letter, Seller has not subleased any of its interests in any Leased Real Property or any Ground Leased Property. Seller has made available to Purchaser, true, complete and accurate copies of all Leases, including all amendments and modifications thereto and any and all material written notices or other agreements relating to any of such Leases. Except as set forth in Section 2.6(c) of the Seller Disclosure Letter, as to any Tenant Leases and/or Ground Leases, Seller is the sole owner of the leasehold interest in such real property. For purposes of this Agreement, “ Person ” means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization, government or other entity.
(d) Except as set forth in Section 2.6(d) of the Seller Disclosure Letter, none of the Leases contains any option, right of first refusal, right of first offer, put option, equity participation right or any other contractual right to offer, purchase, acquire, sell, assign or dispose of any portion of any of the Leased Real Properties or the Ground Leased Properties. Except for Seller and for Permitted Encumbrances, no Person has any right to use, lease, possess and/or occupy any portion of the Leased Real Properties under a Tenant Lease or any portion of the Ground Leased Properties under a Ground Lease, and there are no oral or written agreements between Seller and any other third party providing such Person the right to use, occupy or possess all or any portion of the Leased Real Properties or the Ground Leased Properties.
(e) Except as contemplated by the applicable Landlord Lease, Seller has not accepted a security deposit from any lessee or tenant in connection with any of the Landlord Leases. Except as set forth in Section 2.6(e) of the Seller Disclosure Letter, Seller is not (x) renegotiating any of the Contracts and Leases or (y) currently paying liquidated damages in lieu of performance under any of the Contracts and Leases.
19
(f) Seller has made available to Purchaser true and complete copies of all safe deposit box lease forms used in connection with the Safe Deposit Box Business. All lease agreements relating to the Safe Deposit Box Business are in such forms.
(g) Except as set forth in Section 2.6(g) of the Seller Disclosure Letter, none of the Contracts or the Leases contains any noncompetition, non-solicitation or restriction on the conduct of business of the Branch Business or, following the Closing, the business of Purchaser or any of its Affiliates.
Section 2.7 Litigation . Except as set forth in Section 2.7 of the Seller Disclosure Letter, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, pending, or, to Seller's knowledge, threatened, (a) relating to the Assets, the Assumed Liabilities or the Branch Business or (b) against Seller or Parent which questions the legality or propriety of the transactions contemplated by this Agreement or that would prevent or materially impair the ability of Seller or Parent to perform its obligations under this Agreement in all material respects, nor, to the knowledge of Seller, is there any reasonable basis for any of the same. Except as set forth in Section 2.7 of the Seller Disclosure Letter, there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant and which relate to the Assets, the Assumed Liabilities or the Branch Business.
Section 2.8 Environmental .
(a) With respect to the Owned Real Properties, the Ground Leased Properties and the Leased Real Properties (collectively, the “ Properties ”), except as set forth in Section 2.8(a) of the Seller Disclosure Letter:
(i) The Properties are, and have been, in material compliance with all Environmental Laws and there are no underground or above ground storage tanks or septic systems used by Seller or, to Seller’s knowledge, otherwise in connection with the operation of any Branch Office on or under any Property.
(ii) (A) There has not been any storage, disposal, arrangement for disposal, presence or release of Hazardous Materials from, in, upon or below any such Properties by Seller or, to the knowledge of Seller, by any other Person that would reasonably be expected to result in liability under Environmental Laws, and (B) neither Seller nor, to the knowledge of Seller, any other Person has engaged in any activity that involves or involved the generation, use, manufacture, treatment, transportation, storage in tanks or otherwise, or disposal of Hazardous Material on or from any Property.
(iii) Seller has not received any written communication from any Person that alleges environmentally unsafe working conditions or potential environmental exposure at, a violation of Environmental Laws concerning, or that Seller may be responsible for any Loss under Environmental Laws with respect to, any of the Properties or the Assets.
(iv) Seller has not received any claim, action, demand, or investigation from any Person alleging or describing potential Loss under Environmental Laws based on or resulting from (A) the presence, release or threatened release of any Hazardous Material from, in, upon or below any of the Properties or (B) the violation or alleged violation of
20
any Environmental Laws concerning any of the Assets or Properties and, to the knowledge or Seller, there are no facts or circumstances relating to the Assets or present at such Properties that could reasonably result in any such claim, action, demand or investigation.
(v) Seller has duly followed its internal procedures regarding the avoidance of environmental risk in connection with its loan origination business and Seller has no Losses relating to or arising from the environmental condition of any collateral that constitutes an Asset.
(vi) To Seller’s knowledge, there is no asbestos-containing material (“ ACM ”) present in or on any of the Properties other than non-friable ACM, or friable ACM that is labeled and managed pursuant to a commercially reasonable asbestos operations and maintenance program.
(b) For purposes of this Agreement:
(i) “ Environmental Laws ” means all Applicable Laws relating to pollution or protection of the environment, or prevention of exposure to or the discharge of Hazardous Materials into, the environment.
(ii) “ Hazardous Material ” means any pollutant, contaminant, hazardous substance, hazardous material or hazardous waste, or any oil, petroleum, petroleum product, asbestos, asbestos containing material, in each case as defined under or for which liability or standards of care are imposed by Environmental Laws.
Section 2.9 Finders or Brokers . Except for Sandler O’Neill & Partners L.P. (the fees and expenses of which shall be borne solely by Seller), Seller has not agreed to pay any fee or commission to any agent, broker, finder or other Person for or on account of services rendered as a broker or finder in connection with this Agreement or the transactions covered and contemplated hereby.
Section 2.10 Financial Information .
(a) The books of account of Seller relating to the Branch Offices (including the financial information set forth in Section 2.10(a) of the Seller Disclosure Letter (the “ Branch Financial Information ”)) fairly and accurately present in all material respects the respective assets and liabilities of the Branch Offices (including the Branch Deposits) in accordance with generally accepted accounting principles in the United States as in effect on the date hereof (“ GAAP ”), or regulatory accounting principles, whichever is applicable and, in any case, as consistently applied to Seller as a whole throughout the periods involved. The books of account of Seller relating to the Branch Offices (including the Branch Financial Information) fairly present in all material respects the financial position of the Branch Offices as of the date thereof, and the results of operations for the Branch Offices for the periods referred to therein. Except as set forth in Section 2.10(a) of the Seller Disclosure Letter, Seller does not have any liabilities (absolute or contingent) which are material to the Branch Offices, the Assets or the Assumed Liabilities that are not reflected or provided for in the books of account of Seller relating to the Branch Offices (including the Branch Financial Information). GAAP as applied in the
21
preparation of the books of account of Seller relating to the Branch Offices as of the date hereof is collectively referred to as the “ Seller GAAP ”.
(b) The books of account of the Branch Offices have been, and are being, maintained by Seller in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions.
(c) Set forth in Section 2.10(c) of the Seller Disclosure Letter, as of the close of business on June 30, 2009, is a true and complete schedule of (i) the aggregate amount of the Branch Deposits, (ii) the aggregate net book value of Loans, including (to the extent not reflected in such book value) all Loan Interest, (iii) the aggregate amount of the Cash, (iv) the aggregate book value (net of accumulated depreciation) of the Personal Property, (v) the aggregate book value (net of accumulated depreciation) of the Leasehold Improvements, and (vi) the higher of the aggregate book value (net of accumulated depreciation) and real property tax assessed value of the Owned Real Properties, in each case, other than real property tax assessed value, the components of which are determined in accordance with Seller GAAP.
Section 2.11 Taxes .
(a) (i) Seller has filed all Tax Returns required to be filed with respect to Seller, the Branch Offices, the Assets and the Assumed Liabilities with the appropriate federal, state or local Governmental Entity except as set forth in Section 2.11(a) of the Seller Disclosure Letter and each such Tax Return is true, complete and correct in all material respects and discloses all Taxes required to be paid with respect to the periods covered by such Tax Return, (ii) all Taxes shown to be due on such Tax Returns have been paid, (iii) no notice of deficiency or assessment of Taxes has been received from any Governmental Entity with respect to Seller, the Branch Offices, the Assets or the Assumed Liabilities, (iv) there are no ongoing audits or examinations of any of the Tax Returns relating to or attributable to Seller, the Branch Offices, the Assets, or the Assumed Liabilities, nor has Seller received any written notification of any assessments pending, proposed or threatened with respect thereto, (v) no consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes with respect to Seller, the Branch Offices, the Assets, or the Assumed Liabilities has been granted, (vi) all monies required to be withheld by Seller with respect to Taxes (including from employees for income, social security and other payroll Taxes) have been collected or withheld, and either paid to the respective Governmental Entity, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books of the Branch Offices, (vii) with respect to the Deposits, Seller has complied fully with Section 4.5, and (viii) all of the real estate Taxes that are currently due and payable for each parcel of the Owned Real Properties have been paid in full (other than de minimis amounts) and no real estate Taxes are delinquent. Seller has made available to Purchaser a copy of the real estate Tax receipts and current bills for the Owned Real Properties for the twelve (12) months preceding the date of this Agreement.
(b) Seller is not a foreign person within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder.
Section 2.12 Loans .
22
(a) Section 1.1(a)(ii) of the Seller Disclosure Letter sets forth, or incorporates therein by reference, a complete and accurate list of all Loans as of June 30, 2009, including, with respect to each Loan the following: name of borrower, location of borrower and collateral, account number, principal amount outstanding, current interest rate paid, whether the interest rate is fixed or floating, aggregate amount due and payable, term and maturity, Loan grade/classification under Seller’s lending guidelines, regulatory description and Seller description of loan category, loan to value, and credit risk rating.
(b) Except as set forth in Section 2.12(b) of the Seller Disclosure Letter, as to each Loan:
(i) Each Loan was made by Seller (or, in the case of a Loan purchased by Seller, to Seller’s knowledge by the Person making such Loan): (A) in the ordinary course of business at the time such Loan was made; and (B) in accordance, in all material respects, with then existing Applicable Laws.
(ii) Each Loan has been originated, serviced (other than the Old Republic Loans) and administered in all material respects in accordance with (A) Seller’s standard loan underwriting, credit servicing and operating policies and procedures as in effect from time to time (other than non-material exceptions to such policies and procedures approved by Seller in the ordinary course of business consistent with past practice); (B) all Applicable Laws; and (C) the respective loan documents governing each Loan.
(iii) None of the rights or remedies under the documentation relating to the Loans has been materially amended, modified, waived, subordinated or otherwise altered by Seller, except as evidenced by a written instrument which is a part of the file with respect to the Loans made available to Purchaser and was entered into by Seller in good faith and in the ordinary course of business.
(iv) Each Loan constitutes a legal, valid and binding obligation of the respective borrower(s) or obligor(s), enforceable against such borrower(s) and obligor(s) in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally and other generally applicable limits on the enforceability of such terms.
(v) Each secured Loan is secured by a valid, enforceable and, where applicable, perfected lien on the secured property described in the applicable security agreement, mortgage, pledge, collateral assignment or other security agreement.
(vi) The Records, with respect to each Loan (other than the Old Republic Loans), contain all of the material documents and instruments evidencing the Loans.
(vii) All payments made up to the Closing Date on the Loans have been properly credited to the respective Loan.
(c) Further, as to each Old Republic Loan:
23
(i) The Loan Participation and Servicing Agreement, dated May 9, 2006, by and between Old Republic Insured Financial Acceptance Corporation and Seller (the “2006 Participation Agreement” ) constitutes the entire agreement relating to Seller’s participation in the Old Republic Loan covered thereby. All other Loan Participation and Servicing Agreements that constitute participations in Old Republic Loans are listed on Section 1.1(a)(vi) of the Seller Disclosure Letter (together with the 2006 Participation Agreement, the “Loan Participation and Servicing Agreements” ). The terms of all such other Loan Participation and Servicing Agreements are similar to the 2006 Participation Agreement in all material respects (other than the interest rates therein).
(ii) The initial outstanding principal amount of each Old Republic Loan subject to each Loan Participation and Servicing Agreement is set forth on Section 1.1(a)(vi) of the Seller Disclosure Letter. As of the Closing, the aggregate outstanding principal amount of all Old Republic Loans shall not exceed $16,600,000.
(iii) A true and complete copy of the insurance policy issued pursuant to each of the Loan Participation and Servicing Agreements in favor of Old Republic Insured Financial Acceptance Corporation and all related endorsements in effect as of the date of this Agreement has been made available to Purchaser. Such insurance policy and endorsements insure the Old Republic Loans covered by the Loan Participation and Servicing Agreements in accordance with the terms of such agreements.
(iv) Neither Seller nor, to Seller’s knowledge, any other party to any Loan Participation and Servicing Agreement is, or is alleged to be, in breach or default under any Loan Participation and Servicing Agreement, nor, to the knowledge of Seller, does there exist any condition which with the passage of time or the giving of notice or both would result in a breach or default thereunder.
(v) Each Loan Participation and Servicing Agreement is assignable without the consent of any third party, and no such assignment will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, such Loan Participation and Servicing Agreement, subject to the payment of one quarter of one percent of the outstanding principal amount of the Old Republic Loan covered by such Loan Participation and Servicing Agreement (the “Participation Agreement Transfer Fee” ).
(d) Further, as to each GAP Loan:
(i) The Warehouse Lending Agreement, dated as of January 2, 2009, by and between Accunet Mortgage LLC and Seller (the “Warehouse Agreement” ) and the related master note and personal guarantees made available to Purchaser represent all of the material documents evidencing the relationship between Seller and the Borrower named therein with respect to the GAP Loans subject thereto. All other GAP Loans were entered into by Seller pursuant to Credit Agreements with terms similar to the Warehouse Agreement in all material respects (other than the interest rates, commitment fees and funding fees therein).
24
(ii) A true and complete list of the Credit Agreements with each Borrower is set forth in Schedule 1 to the Participation Agreement. The remaining information in such Schedule 1 shall be true and correct on the Closing Date.
(iii) The loan files and other information relating to the GAP Loans that Seller made available to Purchaser prior to the date hereof are true and complete in all material respects and constitute all of the material information required by Purchaser to make an informed credit assessment with respect to the obligors under the GAP Loans.
(iv) As of June 30, 2009, the aggregate outstanding principal amount of all “GAP” business was $158,813,355.
(v) Neither Seller nor, to Seller’s knowledge, any other party to the Credit Agreements is, or is alleged to be, in breach or default under the Credit Agreements, nor, to the knowledge of Seller, does there exist any condition which with the passage of time or the giving of notice or both would result in a breach or default thereunder.
(vi) To Seller’s knowledge, there has not been within the last five (5) years and there is not currently pending any action, suit, proceeding or legal complaint relating to the GAP Loans involving Seller, Borrowers or the ultimate purchaser of such loans that has not been resolved.
(vii) For purposes of this Section 2.12(d), the terms “Borrowers” and “Credit Agreements” shall have the meanings ascribed to them in the Participation Agreement.
(e) As to each Loan that is secured, whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity (a “ Governmental Entity Loan ”), such guaranty is in full force and effect, and is freely transferable as an incident to the sale of each Governmental Entity Loan to Purchaser pursuant to this Agreement.
Section 2.13 Owned Real Property; Ground Leased Property (As to Ownership of Improvements) .
(a) Section 1.1(a)(iii) of the Seller Disclosure Letter sets forth all of the Owned Real Properties and contains the common address of such Owned Real Properties. Seller has made available to Purchaser a copy of any existing title insurance policy, title commitment or abstract of title currently owned or obtained by Seller (if any) for each of the Owned Real Properties and the Ground Leased Properties, and a copy of any written appraisal or other valuation of such Owned Real Properties and Ground Leased Properties prepared by or for Seller within the two (2)-year period prior to the date of this Agreement.
(b) Seller has made available to Purchaser true, accurate and complete copies of any written materials in Seller’s possession or of which Seller has knowledge, which written materials contain information that would have an adverse effect on Purchaser’s ability to use and operate the Owned Real Properties and the Ground Leased Properties as they are currently being used and operated, or on the marketability of the Owned Real Properties. The written materials
25
related to the Owned Real Properties made available to Purchaser are true, accurate and complete in all material respects.
(c) All of the buildings, structures and improvements located on any of the Owned Real Properties and the Ground Leased Properties, including, without limitation, the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewer utility supplies, road and irrigation systems, are in good working order, free of material defects, suitable for use in the operation of the Branch Offices and in all material respects in compliance with all Applicable Laws. There is no material construction affecting any portion of any of the Owned Real Properties or the Ground Leased Properties which is not substantially completed as of the date hereof. The consummation of the transactions contemplated by this Agreement will not prevent Purchaser from continuing to use or possess any portion of any of the Owned Real Properties or the Ground Leased Properties in the same manner such Owned Real Properties and Ground Leased Properties were used or possessed by Seller immediately prior to the Closing of the transactions contemplated by this Agreement.
(d) The Owned Real Properties and the Ground Leased Properties have adequate water supply, storm and sanitary sewer facilities, adequate access to telephone, gas, and electricity connections, adequate fire protection, drainage and other public utilities, in each case adequate to conduct the Branch Business in the manner currently conducted by Seller. The parking facilities located on the Owned Real Properties and the Ground Leased Properties, if any, meet all requirements imposed by all Applicable Laws (including zoning laws). All of such public utilities are installed and operating, and all installation and connection charges will have been paid in full on or prior to the Closing Date. Seller has not received any written notice of any fact or condition existing which would reasonably be expected to result in the termination or reduction of the current access from the Owned Real Properties (or any of them) or the Ground Leased Properties (or any of them) to existing roads and highways, or to sewer or other utility services presently serving any of the Owned Real Properties or any of the Ground Leased Properties.
(e) Except as set forth on Section 2.13(e) of the Seller Disclosure Letter, Seller is not obligated under, or a party to, any option, right of first refusal, right of first offer, put option, equity participation right or any other contractual right to offer, purchase, acquire, sell, assign or dispose of any portion of any of the Owned Real Properties or the Ground Leased Properties. Except for Seller and the tenants identified in the Landlord Leases and subject to the Permitted Encumbrances, no third party has any right to use, lease, possess and/or occupy any portion of the Owned Real Properties and there are no oral or written agreements between Seller and any other third party providing such third party the right to use, occupy or posses all or any portion of any of the Owned Real Properties. Except for Seller and subject to the Permitted Encumbrances, no third party has the right to use, lease, possess and/or occupy any portion of the Ground Leased Properties.
(f) Each of the Owned Real Properties and the Ground Leased Properties complies in all material respects with all requirements of each applicable insurance policy covering such Owned Real Property or Ground Leased Property, and Seller has not received from any of the insurers thereunder any notice requiring that any work be performed at any of the Owned Real Properties or the Ground Leased Properties. To Seller’s knowledge, there are no defects or
26
inadequacies in the Owned Real Properties or the Ground Leased Properties that would adversely affect the insurability of the same or cause the imposition of extraordinary premiums therefor.
(g) The most recent assessment of the value of each Owned Real Property for real property tax purposes by the applicable Taxing authority, along with the most recent aggregate book value (net of accumulated depreciation) of each Owned Real Property, is set forth in Section 2.13(g) of the Seller Disclosure Letter. Seller has provided to Purchaser true and complete copies of such assessments. Seller shall promptly update Section 2.13(g) from time to time prior to Closing to reflect any change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AGREEMENTS / CONTRACTS
CLAUSES
| Get Email Updates |
