Common use of Purchase and Assumption Clause in Contracts

Purchase and Assumption. (a) Subject to the terms and conditions set forth in the Agreement as herein supplemented, modified or amended by the provisions of this Exhibit: (i) the Assuming Bank hereby assumes, and agrees to pay, perform and discharge, all of the liabilities described in Section 2.1 of the Agreement; provided, that liabilities assumed pursuant to Section 2.1(a) shall be limited to liabilities directly attributable to the Branch; (ii) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Bank, and the Assuming Bank hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to all of the assets described in Section 3.1 of the Agreement directly attributable to the Branch and such other Assets as listed on Schedule 3.1 of the Agreement; (iii) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Bank, and the Assuming Bank hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to each business described in Sections 4.2, 4.3, 4.4 and 4.5 of the Agreement directly attributable to the Branch; and (iv) the Receiver hereby grants to the Assuming Bank each option described in Sections 4.6, 4.7 and 4.8 of the Agreement; provided, that such options shall be limited to assets and businesses directly attributable to the Branch. (b) The Receiver and the Assuming Bank each hereby agree to be bound by all of the other terms and conditions set forth in the Agreement; provided, that the Assuming Bank's obligations under the Agreement shall be limited to such accounts and other matters directly attributable to the Branch (e.g., certain existing agreements exclusive to the Branch, informational tax reporting and insurance).

Purchase and Assumption. (a) Subject to On the terms and conditions set forth ----------------------- in the Agreement Standard Terms, incorporated herein by this reference, in each case as the Standard Terms are herein supplemented, modified or amended by the provisions of this Exhibit:amended, (ia) the Assuming Bank Institution hereby assumes, and agrees to pay, perform and discharge, all of the liabilities described in Section 2.1 of the AgreementStandard Terms; provided, that liabilities assumed pursuant to Section 2.1(a) -------- shall be limited to liabilities directly attributable to the Branch;, (iib) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming BankInstitution, and the Assuming Bank Institution hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to all of the assets described in Section 3.1 of the Agreement Standard Terms directly attributable to the Branch and such other Assets as listed on Schedule 3.1 of the Agreement;Branch, (iiic) the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming BankInstitution, and the Assuming Bank Institution hereby purchases and accepts from the Receiver, all right, title and interest of the Receiver in and to each business described in Sections 4.2, 4.3, 4.4 and 4.5 Section 4.2 of the Agreement Standard Terms directly attributable to the Branch; and, (ivd) the Receiver hereby grants to the Assuming Bank Institution each option described in Sections 4.6Section 4.1, 4.7 and 4.8 of the Agreement; provided, that such options shall be limited to assets and businesses directly attributable to the Branch. (b) The Receiver and the Assuming Bank each hereby agree to be bound by all of the other terms and conditions set forth in the Agreement; provided, that the Assuming Bank's obligations under the Agreement shall be limited to such accounts and other matters directly attributable to the Branch (e.g., certain existing agreements exclusive to the Branch, informational tax reporting and insurance).Section 4.3 and