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DOCUMENT TITLE:  PURCHASE AND ASSUMPTION AGREEMENT .
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ARTICLE I - PURCHASE AND SALE OF ASSETS AND
1.1 - Purchase and Sale of Assets.
A - Personal Property.
B - Loans.
C - Real Property.
D - Cash on Hand.
E - Records, Etc.
F - Rights Relating to Assets.
1.2 - Assignment and Assumptions of Liabilities.
A - Deposit Liabilities.
B - Contracts.
1.3 - Purchase Price.
1.4 - Transfer of Funds.
1.5 - Adjustment Payment Date.
1.6 - Prorations.
1.7 - Closing Date:
1.8 - Limitations On Assumption of Liabilities.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SELLER
2.1 - Corporate Organization.
2.2 - Corporate Authority and Action.
2.3 - No Default Effected.
2.4 - Brokers.
2.5 - Litigation.
2.6 - Deposits.
2.7 - Title to Assets.
2.8 - Loans.
2.9 - Proceedings Relating to Branch and Real Property.
2.10 - Contracts and Agreements.
2.11 - Compliance with Laws.
2.12 - Governmental Reporting.
2.13 - Environmental Matters.
2.14 - Taxes.
2.15 - Real Property.
2.16 - Employees.
2.17 - Appointment of IRA Account Trustee or Custodian.
2.18 - Application Status.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PURCHASER
3.1 - Corporate Organization.
3.2 - Corporate Authority and Action.
3.3 - No Default Effected.
3.4 - Brokers.
3.5 - Litigation.
3.6 - Compliance with Law.
3.7 - Application Status.
4.1 - Regulatory Approval and Standards.
4.4 - Operations.
4.5 - Real Property.
4.2 - Notification of Customers.
4.3 - Employment of Existing Employees.
4.6 - Sales and Transfer Taxes.
4.7 - Bulk Sales Act Indemnity.
4.8 - Negative Operating Covenants.
4.9 - Affirmative Operating Covenants.
4.10 - Damage or Destruction of Personal or Real Property.
4.11 - Assistance in Obtaining Regulatory Approvals.
4.12 - Other Relationships.
4.13 - Status of Purchased Loans.
4.14 - No Breach.
ARTICLE V - DOCUMENTS TO BE DELIVERED TO SELLER
ARTICLE VI - DOCUMENTS TO BE DELIVERED TO PURCHASER
7.1 - Information In Usable Form.
7.2 - Covenants Not to Compete.
7.3 - Sales and Transfer Taxes, Etc.
7.4 - Employees.
7.5 - Transactions After Closing Date.
7.6 - Maintenance of Records.
7.7 - Further Assurances.
7.8 - Signage.
7.9 - Indemnification by Purchaser.
7.10 - Indemnification by Seller.
7.11 - Defense of Actions - Purchaser Indemnifications.
7.12 - Defense of Actions - Seller Indemnifications.
8.1 - Conditions Precedent to Seller's Obligation to Close.
8.2 - Conditions Precedent to Purchaser's Obligation to Close.
9.1 - Expenses.
9.2 - Termination; Extension of Closing Date.
9.3 - Modification and Waiver.
9.4 - Binding Effect, Assignment.
9.5 - Entire Agreement; Governing Law.
9.6 - Headings.
9.7 - Severability.
9.8 - Counterparts.
9.9 - Notices.
9.10 - Survival.
9.11 - Remedies.