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Sample Agreement Purchase and Assumption

(This sample agreement may not be entirely applicable to transactions involving interimnational banks or to partial purchase and assumption transactions.)

Agreement to Purchase the Assets andAssume the Liabilities

Made and entered into this day of , 20__ , by and beteen_________, a (national) banking association organi!ed and e"isting under the las of the#nited $tates, having its principal office and place of business in the city of ,state of , (hereinafter called %seller%), and , anational banking association organi!ed and e"isting under the las of the #nited $tates,having its principal office and place of business in the city of , state of ,(hereinafter called %purchaser%).

&'*$, seller intends to cease the transaction of the business for hich it asorgani!ed and thereafter proceed ith the voluntary li+uidation of its assets, and

dissolution and

&'*$, upon obtaining the re+uisite approval to this contemplated action by theshareholders of seller, seller ill dispose of all of its assets and ill provide for thepayment of all of its outstanding obligations and liabilities and ill distribute theoverplus to its shareholders and

&'*$, purchaser is illing to enter into an agreement ith seller to assume andagree to pay and discharge the deposit and all of the other obligations and liabilities ofseller (other than its liability to its shareholders as such) and to purchase all of the assetsof the seller for a price hich ill give to each shareholder of seller - foreach share held.

/$T 1n the closing date, purchaser assumes, and agrees to pay discharge as and hen

due and payable, the deposits and all other liabilities and obligations of seller as suchliabilities and obligations may e"ist (other than its liability to its shareholders as such).

$134 1n the closing date, seller agrees to sell and transfer and purchaser agrees topurchase, all of the assets of seller of every kind and nature hatsoever, real, personal ormi"ed, tangible or intangible, for a total price e+ual to the amount of the deposit andother liabilities and obligations of seller assumed by purchaser, plus - .

The purchase price to be paid by purchaser for the respective assets shall be determinedin the manner set forth in "hibit *, attached, and made part of this agreement.

T'/4 1n the closing date, purchaser ill pay the purchase price of the assets of sellerto be purchased by it by offsetting against such purchase price the total amount of depositand other obligations and liabilities of seller assumed by it, and by paying the balance of

- in cash or by cashier5s check of purchaser.

1#T' 1n the closing date the seller ill

6. 4eliver to purchaser the assets purchased as shall be capable of physical delivery.

2. "ecute, acknoledge and deliver to purchaser all such endorsements, assignments,bills of sale, deeds and other instruments of conveyance, assignment and transfer as shallbe reasonably necessary or advisable, in the opinion of counsel, for purchaser toconsummate the sale and transfer the purchased assets to purchaser.

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7. /f re+uested by purchaser, assign and deliver by proper endorsement, any and allinsurance policies, hether fire, life, fidelity or otherise, previously taken out by sellerfor its on protection, so that purchaser, after the closing date, may be protected to thesatisfaction of its counsel.

8. *ssign and deliver to purchaser all real estate leases in force and all leases andagreements for its safe deposit bo"es, hich purchaser agrees to take over and perform.

9. *ssign and deliver to purchaser all collateral security of any nature hatever held byseller as collateral security for any indebtedness oing to seller.

:. 4eliver books, records and accounts, including ta" returns hich become the propertyof purchaser, but ill be available at all times to the li+uidating agents of sellers.

/T' 1n and after the closing date seller agrees to give such further assurance and toe"ecute, acknoledge and deliver such bills of sale, deeds, acknoledgments and otherinstruments of conveyance and transfer as in the ;udgment of purchaser shall benecessary and appropriate to effectively vest in the purchaser the full legal and e+uitabletitle of all assets of seller, free and clear of all liens and encumbrances.

$/urchaser agrees to pay for all e"penses and costs in connection ith thecarrying out of this agreement and the li+uidation and dissolution of seller,provided,however, that all such e"penses and costs shall be approved by purchaser prior to theirbeing incurred by seller or by its li+uidating committee.

/?'T' $eller agrees that immediately after the closing date it ill proceed to

complete its li+uidation by distributing its assets and thereupon dissolve.

3/3T' $eller agrees to enter into an agreement ith the li+uidating agent or agents, tobe elected by the shareholders provided that such li+uidating agent or agents shall receiveno compensation for their services in li+uidating the assets of the seller, distributing suchassets to the shareholders, and proceeding to dissolution.

T3T' The closing date shall be the close of business of the day on hich the sellershall cease to do business preparatory to its li+uidation and dissolution, such date to befi"ed by the shareholders of seller.

@=3T' This agreement is sub;ect to the approval of the >lan of =oluntary4issolution and omplete @i+uidation of seller by a vote of toAthirds of itsstockholders, and is further sub;ect to approval by the omptroller of the urrency and

said omptroller5s consent to the establishment and operation by the purchaser of abranch bank at the present location of seller.

T&@T' $eller does constitute and appoint its attorney, and purchaser does constituteand appoint its attorney, respectively, to acknoledge this agreement before any officerauthori!ed to take such acknoledgments.

T'/T3T' This agreement shall ensure to the benefit of the participating parties,their successors and assigns.

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*TT$T BC 3*T/13*@ B*3D

ashier >resident

*TT$T

ashier >resident