Common use of ▇▇▇▇ of Sale and Assignment Clause in Contracts

▇▇▇▇ of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), does hereby assign, grant, sell, transfer, and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this ▇▇▇▇ of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This ▇▇▇▇ of Sale has been duly executed by Seller on the ___________ day of ___________________, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------

▇▇▇▇ of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), Seller does hereby sell, assign, grant, sell, transfer, set-over and deliver unto Purchaser, its successors and assigns, with special warranty of title and subject to MFB Financial, a federally chartered savings association ("Buyer"), the limitations contained in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (Section 8.2 of the "Agreement"), all right, title and interest of Seller in and to: a. All personal property (including equipment), if any, owned by Seller and located on the Property as of the date hereof, all inventory located on the Property on the date hereof, and all fixtures (if any) owned by Seller and located on the Property as of the date hereof (the “Personal Property”); and b. All non-exclusive trademarks and trade names, if any, used in connection with the Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Names”); c. Seller’s interest, if any, in and to all Fixed Assets owned any service, equipment, supply and maintenance contracts (not leased) by itthe “Contracts”), Prepaid Expensesguarantees, Cash on Handlicenses, Liquid Assetsapprovals, Recordscertificates, Accounts Receivable, permits and Numbers, as such capitalized term is defined in warranties relating to the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rightsProperty, to the extent assignableassignable (collectively, to the “Intangible Property”); and d. All leases, subleases, licenses and other occupancy agreements, together with any manufacturers warranties and all amendments, modifications or supplements thereto (the “Leases”) demising space in or otherwise similarly affecting or relating to the Assets which are in effect on Property and all prepaid rent attributable to the Closing Date. Seller hereby represents and warrants to Buyer that Seller is period after the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this ▇▇▇▇ of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transferdate hereof, and to do such other things and to take such actionsunapplied security deposits thereunder (collectively, supplemental or confirmatorythe “Leasehold Property”); subject, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title however to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations rights of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyerto rents under the leases assigned hereby attributable to the period prior to the date hereof. This ▇▇▇▇ of Sale has been duly executed by Seller on TO HAVE AND TO HOLD the ___________ day of ___________________Personal Property, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------the Trade Names, the Intangible Property, the Leases and the Leasehold Property (collectively, the “Assigned Property”) unto Purchaser, its successors and assigns, forever.

▇▇▇▇ of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), Seller does hereby sell, assign, grant, sell, transfer, set-over and deliver unto Purchaser, its successors and assigns, subject to MFB Financial, a federally chartered savings association ("Buyer"), the limitations contained in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (Section 8.2 of the "Agreement"), all right, title and interest of Seller in and to: a. All personal property (including equipment), if any, owned by Seller and located on the Property as of the date hereof, all inventory located on the Property on the date hereof, and all fixtures (if any) owned by Seller and located on the Property as of the date hereof (the "Personal Property"); and b. All non-exclusive trademarks and trade names, if any, used in connection with the Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller's affiliated companies (collectively, the "Trade Names"); c. Seller's interest, if any, in and to all Fixed Assets owned any service, equipment, supply and maintenance contracts (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred AssetsContracts"). Seller also hereby transfers , guarantees, licenses, approvals, certificates, permits and warranties relating to Buyer all of Seller's rightsthe Property, to the extent assignableassignable (collectively, to the "Intangible Property"); d. All leases, subleases, licenses and other occupancy agreements, together with any manufacturers warranties and all amendments, modifications or supplements thereto (the "Leases") demising space in or otherwise similarly affecting or relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred AssetsProperty, that said Transferred Assets are free and clear of together with all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this ▇▇▇▇ of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title prepaid rent attributable to the assets transferredperiod after the date hereof, assigned all unapplied security deposits thereunder and conveyed hereunderall tenant representative leasing commission agreements applicable thereto (collectively, (ii) otherwise the "Leasehold Property"); subject, however to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations rights of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This ▇▇▇▇ of Sale has been duly executed by Seller on to rents under the ___________ day of ___________________leases assigned hereby attributable to the period prior to the date hereof; and TO HAVE AND TO HOLD the Personal Property, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------the Trade Names, the Intangible Property, the Leases and the Leasehold Property (collectively, the "Assigned Property") unto Purchaser, its successors and assigns, forever.

▇▇▇▇ of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), Seller does hereby sell, assign, grant, sell, transfer, set-over and deliver unto Purchaser, its successors and assigns, with special warranty of title and subject to MFB Financial, a federally chartered savings association ("Buyer"), the limitations contained in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (Section 8.2 of the "Agreement"), all right, title and interest of Seller in and to: a. All personal property (including equipment), if any, owned by Seller and located on the Property as of the date hereof, all inventory located on the Property on the date hereof, and all fixtures (if any) owned by Seller and located on the Property as of the date hereof (the “Personal Property”); and b. All non-exclusive trademarks and trade names, if any, used in connection with the Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Names”); c. Seller’s interest, if any, in and to all Fixed Assets owned the service, equipment, supply and maintenance contracts (not leasedthe “Contracts”) by it, Prepaid Expenses, Cash listed on Hand, Liquid Assets, Records, Accounts ReceivableSchedule 1 attached hereto, and Numbersguarantees, as such capitalized term is defined in licenses, approvals, certificates, permits and warranties relating to the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rightsProperty, to the extent assignableassignable (collectively, to the “Intangible Property”); and d. The leases, subleases, licenses and other occupancy agreements, together with any manufacturers warranties and all amendments, modifications or supplements thereto (the “Leases”) demising space in or otherwise similarly affecting or relating to the Assets which are in effect Property listed on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred AssetsSchedule 2 attached hereto; subject, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this ▇▇▇▇ of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title however to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations rights of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyerto rents under the leases assigned hereby attributable to the period prior to the date hereof. This ▇▇▇▇ of Sale has been duly executed by Seller on TO HAVE AND TO HOLD the ___________ day of ___________________Personal Property, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------the Trade Names, the Intangible Property and the Leases (collectively, the “Assigned Property”) unto Purchaser, its successors and assigns, forever.

▇▇▇▇ of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), Seller does hereby sell, assign, grant, sell, transfer, set-over and deliver unto Purchaser, its successors and assigns, subject to MFB Financial, a federally chartered savings association ("Buyer"), the limitations contained in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (Section 8.2 of the "Agreement"), all right, title and interest of Seller in and to: a. All personal property (including equipment), if any, owned by Seller and located on the Property as of the date hereof, all inventory located on the Property on the date hereof, and all fixtures (if any) owned by Seller and located on the Property as of the date hereof (the “Personal Property”); and b. All non-exclusive trademarks and trade names, if any, used in connection with the Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Names”); c. Seller’s interest, if any, in and to all Fixed Assets owned any service, equipment, supply and maintenance contracts (not leased) by itthe “Contracts”), Prepaid Expensesguarantees, Cash on Handlicenses, Liquid Assetsapprovals, Recordscertificates, Accounts Receivable, permits and Numbers, as such capitalized term is defined in warranties relating to the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rightsProperty, to the extent assignableassignable (collectively, to the “Intangible Property”); d. All leases, subleases, licenses and other occupancy agreements, together with any manufacturers warranties and all amendments, modifications or supplements thereto (the “Leases”) demising space in or otherwise similarly affecting or relating to the Assets which are in effect on Property and all prepaid rent attributable to the Closing Date. Seller hereby represents and warrants to Buyer that Seller is period after the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this ▇▇▇▇ of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transferdate hereof, and to do such other things and to take such actionsunapplied security deposits thereunder (collectively, supplemental or confirmatorythe “Leasehold Property”); subject, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title however to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations rights of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This ▇▇▇▇ of Sale has been duly executed by Seller on to rents under the ___________ day of ___________________leases assigned hereby attributable to the period prior to the date hereof; and TO HAVE AND TO HOLD the Personal Property, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------the Trade Names, the Intangible Property, the Leases and the Leasehold Property (collectively, the “Assigned Property”) unto Purchaser, its successors and assigns, forever.

▇▇▇▇ of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), Seller does hereby sell, assign, grant, sell, transfer, set-over and deliver unto Purchaser, its successors and assigns, with special warranty of title and subject to MFB Financial, a federally chartered savings association ("Buyer"), the limitations contained in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (Section 8.2 of the "Agreement"), all right, title and interest of Seller in and to: a. All personal property (including equipment), if any, owned by Seller and located on the Property as of the date hereof, all inventory located on the Property on the date hereof, and all fixtures (if any) owned by Seller and located on the Property as of the date hereof (the "Personal Property"); and b. All non-exclusive trademarks and trade names, if any, used in connection with the Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller's affiliated companies (collectively, the "Trade Names"); c. Seller's interest, if any, in and to all Fixed Assets owned the service, equipment, supply and maintenance contracts (not leasedthe "Contracts") by it, Prepaid Expenses, Cash listed on Hand, Liquid Assets, Records, Accounts ReceivableSchedule 1 attached hereto, and Numbersguarantees, as such capitalized term is defined in licenses, approvals, certificates, permits and warranties relating to the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rightsProperty, to the extent assignableassignable (collectively, to the "Intangible Property"); and d. The leases, subleases, licenses and other occupancy agreements, together with any manufacturers warranties and all amendments, modifications or supplements thereto (the "Leases") demising space in or otherwise similarly affecting or relating to the Assets which are in effect Property listed on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred AssetsSchedule 2 attached hereto; subject, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this ▇▇▇▇ of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title however to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations rights of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyerto rents under the leases assigned hereby attributable to the period prior to the date hereof. This ▇▇▇▇ of Sale has been duly executed by Seller on TO HAVE AND TO HOLD the ___________ day of ___________________Personal Property, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------the Trade Names, the Intangible Property and the Leases (collectively, the "Assigned Property") unto Purchaser, its successors and assigns, forever.