SUCH OTHER PERSON.
FOR PURPOSES OF THIS DEFINITION, "CONTROL"
(INCLUDING WITH CORRELATIVE MEANING, THE TERMS "CONTROLLED BY" AND "UNDER COMMON
CONTROL WITH") AS USED WITH RESPECT TO ANY PERSON, MEANS THE POSSESSION,
DIRECTLY OR INDIRECTLY, OF THE LEGAL AUTHORITY TO DIRECT OR CAUSE THE DIRECTION
OF THE MANAGEMENT AND POLICIES OF SUCH PERSON, WHETHER THROUGH OWNERSHIP OF
VOTING SECURITIES, BY CONTRACT OR OTHER LEGAL FORCE.
1.5
AGENCY.
FEDERAL HOUSING ADMINISTRATION,
DEPARTMENT OF VETERAN'S AFFAIRS, FEDERAL NATIONAL MORTGAGE ASSOCIATION,
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION, FEDERAL HOME LOAN MORTGAGE
CORPORATION, UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, OFFICE
OF THRIFT SUPERVISION, ANY STATE OR FEDERAL AGENCY WITH AUTHORITY TO REGULATE
THE BUSINESS OF SELLER OR DETERMINE THE INVESTMENT OR SERVICING REQUIREMENTS
WITH REGARD TO LOANS ORIGINATED BY SELLER, OR ANY SUCCESSORS TO ANY OF THE
ABOVE, WHETHER SINGULARLY OR EN MASSE.
1.6
AGREEMENT.
THIS ASSET PURCHASE AGREEMENT
AND ALL SCHEDULES HERETO, AS THE SAME MAY FROM TIME TO TIME BE AMENDED OR
SUPPLEMENTED BY ONE OR MORE INSTRUMENTS EXECUTED BY THE PARTIES.
1.7
ASSUMED LIABILITIES.
ALL OF SELLER'S
OBLIGATIONS UNDER THE ACQUIRED CONTRACTS ARISING ON OR AFTER THE CLOSING DATE.
BUYER SHALL NOT ASSUME OR HAVE ANY RESPONSIBILITY WITH RESPECT TO ANY OTHER
OBLIGATION OR LIABILITY OF SELLER NOT INCLUDED WITHIN THIS DEFINITION OF ASSUMED
LIABILITIES.
1.8
BUYER.
MARKET STREET MORTGAGE CORPORATION,
A FLORIDA CORPORATION, AND ITS SUCCESSORS AND PERMITTED ASSIGNS.
1.9
CLAIMED AMOUNT.
AS DEFINED IN
SECTION 8.3(E).
1.10
CLAIM NOTICE.
AS DEFINED IN SECTION 8.3(E).
1.11
CLOSING.
THE CLOSING WITH RESPECT TO THE
ACQUISITION.
1.12
CLOSING DATE.
THE DATE AND TIME OF CLOSING AS
DEFINED IN SECTION 2.7.
2
1.13
CONTACT DATA.
AS DEFINED IN SECTION 6.1(F).
1.14
DISCLOSURE SCHEDULE.
THE DISCLOSURE SCHEDULE OF
SELLER DESIGNATED AS SCHEDULE 3 HERETO, WHICH IS DIVIDED INTO SECTIONS TO
CORRESPOND TO THE SUBSECTIONS OF ARTICLE III OF THIS AGREEMENT.
1.15
DIVISION.
THE SELLER'S OFFICE LOCATIONS LISTED
ON SCHEDULE 1.15 OF THIS AGREEMENT.
1.16
DIVISION DATA.
AS DEFINED IN SECTION 1.1.
1.17
ENCUMBRANCE.
ANY LIEN, PLEDGE, SECURITY
INTEREST, CLAIM, CHARGE, EASEMENT, RESTRICTION OR ENCUMBRANCE OF ANY KIND OR
NATURE WHATSOEVER.
1.18
ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
ALL FEDERAL, STATE, LOCAL AND FOREIGN STATUTES, REGULATIONS, ORDINANCES AND
OTHER PROVISIONS HAVING THE FORCE OR EFFECT OF LAW, ALL JUDICIAL AND
ADMINISTRATIVE ORDERS AND DETERMINATIONS, ALL CONTRACTUAL OBLIGATIONS AND ALL
COMMON LAW CONCERNING PUBLIC HEALTH AND SAFETY, WORKER HEALTH AND SAFETY, AND
POLLUTION OR PROTECTION OF THE ENVIRONMENT, INCLUDING WITHOUT LIMITATION ALL
THOSE RELATING TO THE PRESENCE, USE, PRODUCTION, GENERATION, HANDLING,
TRANSPORTATION, TREATMENT, STORAGE, DISPOSAL, DISTRIBUTION, LABELING, TESTING,
PROCESSING, DISCHARGE, RELEASE, THREATENED RELEASE, CONTROL, OR CLEANUP OF ANY
HAZARDOUS MATERIALS, SUBSTANCES OR WASTES, CHEMICAL SUBSTANCES OR MIXTURES,
PESTICIDES, POLLUTANTS, CONTAMINANTS, TOXIC CHEMICALS, PETROLEUM PRODUCTS OR
BYPRODUCTS, ASBESTOS, RADON, MOLD, POLYCHLORINATED BIPHENYLS, NOISE OR
RADIATION, EACH AS AMENDED AND AS IN EFFECT ON OR BEFORE THE CLOSING DATE.
1.19
EXCLUDED ASSETS.
THE FOLLOWING ASSETS OF SELLER,
WHICH ARE EXPRESSLY EXCLUDED FROM THE ACQUIRED ASSETS: (A) THE CONSIDERATION
DELIVERED BY BUYER TO SELLER PURSUANT TO THIS AGREEMENT; (B)