Branch Purchase and Deposit Assumption Agreement
Category: 270 Legal Recent Posts, Assumption, Banking, Purchase Agreement
BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT
THIS BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT (the “Agreement”)
is made and entered into as of this 30th day of January, 2004 (the “Agreement
Date”), among the following parties (the “Parties”):
***
Section 2. Purchase and Sale of Assets.
2.01 Assets to be Purchased - Purchase Price. Subject to the
terms and conditions provided here, Seller agrees to sell to Purchaser, and
Purchaser agrees to purchase the Real Estate Properties, the Leases, the
Furniture, the Fixtures, the Equipment, the Contracts, Cash on Hand at the
Branches, and the Transferred Loans (collectively, the “Assets”) as they exist
on the Closing Date. The total purchase price for the Assets, subject to
adjustment on the Determination Date in accordance with Section 5.03, shall be
as follows (”Purchase Price”):
***
3.01 Deposit Liabilities. Seller agrees to assign to
Purchaser, and Purchaser agrees to assume on the Determination Date all
obligations and liabilities of Seller to be performed, satisfied, and discharged
on and after the Determination Date with respect to Deposits carried on the
books of the Branches and existing at the Determination Date and owed to the
person, corporations and other entities (including Deposits held by Individual
Retirement Accounts) named as the respective depositors in the books of the
Branches at the Determination Date, including, without limitation, (a) all
demand deposits, but excluding outstanding cashier’s checks, other official
checks of Seller, and (b) all time and savings deposits, including accrued and
unpaid interest thereon computed through the Determination Date, but excluding
any brokered certificates of deposits of Seller (the items included in (a) and
(b) above being collectively, the “Deposits”). The term “Deposits” shall not
include deposit accounts, if any, that, by law or contract, cannot either be
transferred by Seller or assumed by Purchaser. Seller also agrees to transfer to
Purchaser all signature cards, deposit contracts, canceled checks and other
records required to be retained related to the Deposits in the possession of
Seller.
===
Click here for the complete Branch Purchase and Deposit Assumption Agreement