THE ORIGINATION, INSURING, PURCHASE, SALE OR FILING OF CLAIMS IN
CONNECTION WITH A PIPELINE LOAN OR MORTGAGE LOAN, (II) THE RESPONSIBILITIES AND
OBLIGATIONS SET FORTH IN ANY AGREEMENT BETWEEN SELLER AND AN INVESTOR OR PRIVATE
MORTGAGE INSURER, AND (III) THE LAWS, RULES, REGULATIONS, GUIDELINES, HANDBOOKS
AND OTHER PUBLISHED REQUIREMENTS OF AN INVESTOR, AGENCY, PRIVATE MORTGAGE
INSURER, PUBLIC HOUSING PROGRAM OR INVESTOR PROGRAM, WITH RESPECT TO THE
ORIGINATION, INSURING, PURCHASE, SALE, OR FILING OF CLAIMS IN CONNECTION WITH A
PIPELINE LOAN OR MORTGAGE LOAN.
1.34
REPRESENTATIONS AND WARRANTIES EXPIRATION DATE.
AS DEFINED IN SECTION 11.1.
1.35
SELLER.
MAJOR MORTGAGE, A WYOMING CORPORATION,
AND ITS SUCCESSORS AND PERMITTED ASSIGNS.
1.36
SHAREHOLDER.
WERCS, A WYOMING CORPORATION, AND
ITS SUCCESSORS AND PERMITTED ASSIGNS.
4
1.37
TANGIBLE ASSETS.
TANGIBLE PERSONAL PROPERTY,
SUCH AS FURNITURE, FIXTURES, EQUIPMENT, AND COMPUTER HARDWARE SYSTEMS (EXCLUDING
SOFTWARE), WHICH IS OWNED BY SELLER AS OF THE CLOSING DATE AND IS LISTED ON
SCHEDULE 1.1(A) AS A TANGIBLE ASSET.
1.38
TAXES.
ALL TAXES, CHARGES, FEES, LEVIES,
PENALTIES OR OTHER ASSESSMENTS IMPOSED BY ANY UNITED STATES FEDERAL, STATE,
LOCAL OR FOREIGN TAXING AUTHORITY INCLUDING, BUT NOT LIMITED TO, INCOME, EXCISE,
PROPERTY, SALES, TRANSFER, FRANCHISE, PAYROLL, GAINS, WITHHOLDING, AD VALOREM,
SOCIAL SECURITY OR OTHER TAXES, INCLUDING ANY INTEREST, PENALTIES OR ADDITIONS
ATTRIBUTABLE TO SUCH TAXES.
1.39
TRANSFERRED EMPLOYEES.
AS DEFINED IN
SECTION 6.1(A).
1.40
UNRESOLVED CLAIMS.
ANY CLAIM ARISING FROM A
BREACH OF ANY ONE OR MORE OF A PARTY'S REPRESENTATIONS, WARRANTIES OR COVENANTS
UNDER THIS AGREEMENT OR FOR ANY OTHER MATTER SUBJECT TO INDEMNIFICATION UNDER
ARTICLE VIII THAT HAS NOT BEEN FULLY RESOLVED.
1.41
WELFARE BENEFITS.
AS DEFINED IN SECTION 6.1(C).
ARTICLE II
THE ACQUISITION
2.1
THE ACQUISITION.
ON THE CLOSING DATE, UPON
SATISFACTION IN FULL OF EACH CONDITION SET FORTH IN ARTICLE VII OF THIS
AGREEMENT OR WAIVER BY THE APPROPRIATE PARTY OF ANY SUCH CONDITION AND IN
CONSIDERATION OF PAYMENT OF THE PURCHASE PRICE, BUYER AGREES TO PURCHASE FROM
SELLER, AND SELLER AGREES TO SELL, TRANSFER AND ASSIGN TO BUYER ALL OF THE
ACQUIRED ASSETS, AND BUYER AGREES FURTHER TO ASSUME AND BECOME RESPONSIBLE FOR
ALL OF THE OBLIGATIONS ARISING UNDER THE ASSUMED LIABILITIES ON OR AFTER THE
CLOSING DATE.
SELLER SHALL BE RESPONSIBLE FOR ITS OBLIGATIONS UNDER THE
ACQUIRED CONTRACTS ARISING OR ACCRUING PRIOR TO THE CLOSING DATE.
EXCEPT AS SET
FORTH HEREIN, BUYER SHALL NOT ASSUME OR BECOME LIABLE OR OBLIGATED FOR ANY OF
SELLER'S LIABILITIES, OBLIGATIONS, DEBTS, FINES, CONTRACTS (OTHER THAN THE
ASSUMED CONTRACTS) OR OTHER COMMITMENTS OF ANY KIND OR NATURE, KNOWN OR UNKNOWN,
WHETHER FIXED OR CONTINGENT, AND WHETHER ARISING UNDER CONTRACT, TORT, STATUTES,
ORDINANCES, REGULATIONS, OR OTHERWISE.
2.2
PURCHASE PRICE.
IN CONSIDERATION FOR THE
ACQUISITION, BUYER AGREES TO PAY TO SELLER ON THE CLOSING DATE, BY WIRE TRANSFER
OR OTHER IMMEDIATELY AVAILABLE FUNDS THE PURCHASE PRICE (THE "PURCHASE PRICE")
WHICH HAS THE FOLLOWING COMPONENTS:
(A)
THE NET BOOK VALUE OF THE ACQUIRED ASSETS AS OF THE CLOSING DATE.
(B)
BASED UPON LOCKED PIPELINE AS OF THE CLOSING DATE, THE BUYER AGREES TO PAY
TO