Common use of Purchase and Sale of Assets; No Other Assets Purchased Clause in Contracts

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, without limitation, the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s direct and indirect right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller (collectively, the “Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under: (i) The Purchased Real Property; (ii) Real Property Leases and the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement); (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The contracts and relationships giving rise to the Deposit Liabilities; (ix) All investment securities; (x) All insurance premiums paid by Seller to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.3; (xi) All books and records and other data relating to the Business, the Purchased Assets and the Assumed Liabilities Subject to the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents (including collateral documents) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a 100% participation interest in the Letters of Credit to the extent contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (xiv) Those certain routing and telephone numbers of Seller used in connection with the Business. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser is not purchasing the Excluded Assets, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts to obtain any necessary third party consents to the transfer of the Purchased Assets to Purchaser.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, without limitation, the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s direct and indirect right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes Seller as described below free and clear of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller all Liens (collectively, the “Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:): (i) The Purchased Real Participation Interest, the Accrued Interest on the outstanding principal balance of the Participation Interest, the Eligible Securities, the Personal Property, the Transferred IP, the Transferred Intellectual Property Licenses, Other Assets, and the Cash; (ii) Real Property Leases and All of Seller’s rights with respect to the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement); (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The contracts and relationships giving rise to the Deposit Liabilities; (ixiii) All investment securitiesof Seller’s rights with respect to the Assumed Contracts; (xiv) All of Seller’s rights with respect to the Real Property; (v) All insurance premiums paid by Seller to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.33.5; (xivi) All books of Seller’s right, title and interest in and to all books, records and other data relating to the BusinessPurchased Assets or the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration of the Purchased Assets and the Assumed Liabilities Subject Liabilities, files with respect to the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents Leases (including collateral documentslease documentation, maintenance records, plans and permits), policies and procedures relating to the Purchased Assets and the Assumed Liabilities, it being understood and agreed that such materials shall not include corporate minute books, Bank Employee employment information (including personnel or employment files) and all collateral in possession of or otherwise granted other than non-identifying information related to Seller in connection therewith, or a 100% participation interest in the Letters of Credit Hired Employees to the extent contemplated specifically requested by Section 10.6Purchaser and permitted by Law, and files and income Tax records of Seller and its Affiliates; provided, however, that Seller shall have the right to retain a copy of all such books, records and other data that is part of the Purchased Assets; (xiivii) All funding contracts related of the rights received from Seller with respect to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxesLicensed IP; and (xivviii) Those certain routing and telephone numbers of Seller used in connection with the BusinessThe Other Assets. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and except as may be expressly provided for in this Agreement. Notwithstanding anything , Purchaser has no interest in any other business relationship which Seller or any of its Affiliates has or may have with any Customer or any other customer of Seller or its Affiliates or any other assets of Seller. (c) No later than two Business Days prior to the contrary contained hereinClosing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser is not purchasing may agree to purchase and accept from Seller, such additional assets of Seller as the Excluded Assetsparties may mutually agree, on such terms and conditions (including, without limitation, the Excluded Contracts valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the Excluded Loans. Seller shall use reasonable efforts to obtain any necessary third party consents to the transfer of the Purchased Assets to Purchaserparties.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s direct and indirect 's right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller as described below (collectively, the “"Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:"): (i) The Purchased Real PropertyConsumer Bank Assets; (ii) Real Property Leases and the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement)The Small Business Bank Assets; (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The All of Seller's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (ixiv) All investment securitiesThe Advance Lines and the Negative Deposits, each as of the Closing Date; (xv) All insurance premiums paid by Seller to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.33.5; (xivi) All of Seller's right, title and interest in and to all books and records and other data relating to the Business, the Purchased Assets described in the other subsections of this Section 2.1(a) and the Assumed Liabilities Subject to Liabilities, as such books and records may exist and as are held by Seller at the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents Branches; (including collateral documentsvii) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a The ISDA Agreements; and (viii) A 100% participation interest in the Letters of Credit to the extent as contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (xiv) Those certain routing and telephone numbers of Seller used in connection with the Business12.11. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and (i) except as may be expressly provided for in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser is has no interest in any other business relationship which Seller or any of its Affiliates has or may have with any Customer or (ii) any other customer of Seller or its Affiliates. Purchaser further understands and agrees that Seller and its Affiliates are retaining any and all rights and claims which any of them may have, including but not purchasing the Excluded Assetslimited to indemnification or reimbursement rights, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts with respect to obtain any necessary third party consents to the transfer of the Purchased Assets and the Assumed Liabilities, to Purchaserthe extent that such rights or claims relate to the conduct of the business of the Business prior to the Closing.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s direct and indirect 's right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller as described below (collectively, the “"Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:"): (i) The Purchased Real PropertyAssets; (ii) Real Property Leases and All of Seller's rights with respect to the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement); (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The contracts and relationships giving rise to the Deposit Liabilities; (ixiii) All investment securitiesThe Advance Lines and the Negative Deposits, each as of the close of business on the Closing Date; (xiv) All contract rights of Seller to the service and similar contracts relating to operation of the Branch, to the extent assignable and except to the extent that Purchaser elects not to accept such assignment; (v) All insurance premiums paid by Seller to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.3; (xi) All books and records and other data relating to the Business, the Purchased Assets and the Assumed Liabilities Subject to the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents (including collateral documents) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a 100% participation interest in the Letters of Credit to the extent contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes3.5; and (xivvi) Those certain routing All of Seller's right, title and telephone numbers interest in and to all books and records relating to the Purchased Assets described in the other subsections of this Section 2.1(a) and the Assumed Liabilities, as such books and records may exist and as are held by Seller used in connection with at the BusinessBranch. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and (i) except as may be expressly provided for in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser is has no interest in any other business relationship which Seller or any of its Affiliates has or may have with any Customer or (ii) any other customer of Seller or its Affiliates. Purchaser further understands and agrees that Seller and its Affiliates are retaining any and all rights and claims which any of them may have, including but not purchasing the Excluded Assetslimited to indemnification or reimbursement rights, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts with respect to obtain any necessary third party consents to the transfer of the Purchased Assets and the Assumed Liabilities, to Purchaserthe extent that such rights or claims relate to the conduct of the Business prior to the Closing.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, each Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from each Seller, all of such Seller’s direct and indirect 's right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of such Seller as described below (collectively, the “"Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:"): (i) The Purchased Real PropertyConsumer Bank Assets; (ii) Real Property Leases and the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement)The Small Business Bank Assets; (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The All of such Seller's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (ixiv) All investment securitiesThe Advance Lines and the Negative Deposits, each as of the Closing Date; (xv) All insurance premiums paid by Seller Sellers to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.33.5; (xivi) All of each Seller's right, title and interest in and to all books and records and other data relating to the Business, the Purchased Assets described in the other subsections of this Section 2.1(a) and the Assumed Liabilities Subject to Liabilities, as such books and records may exist and as are held by Sellers at the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents Branches; (including collateral documentsvii) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a The ISDA Agreements; and (viii) A 100% participation interest in the Letters of Credit to the extent as contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (xiv) Those certain routing and telephone numbers of Seller used in connection with the Business12.11. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and (i) except as may be expressly provided for in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser is has no interest in any other business relationship which Sellers or any of their Affiliates has or may have with any Customer or (ii) any other customer of Sellers or their Affiliates. Purchaser further understands and agrees that Sellers and their Affiliates are retaining any and all rights and claims which any of them may have, including but not purchasing the Excluded Assetslimited to indemnification or reimbursement rights, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts with respect to obtain any necessary third party consents to the transfer of the Purchased Assets and the Assumed Liabilities, to Purchaserthe extent that such rights or claims relate to the conduct of the business of the Business prior to the Closing.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller Sovereign shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from SellerSovereign, all of Seller’s direct and indirect the right, title and interest transferred by FNB to Sovereign in, to and under, except for under the Excluded Assets, the Excluded Contracts and the Excluded Loans, all following assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller FNB (collectively, the “"Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:"): (i) The Purchased Real PropertyConsumer Bank Assets; (ii) Real Property Leases and the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement)The Small Business Bank Assets; (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The All of FNB's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (ixiv) All investment securitiesThe Advance Lines and the Negative Deposits, each as of the Closing Date; (xv) All insurance premiums paid by Seller FNB to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.33.5; (xivi) All of FNB's right, title and interest in and to all books and records and other data relating to the Business, the Purchased Assets described in the other subsections of this Section 2.1(a) and the Assumed Liabilities Subject to Liabilities, as such books and records may exist and as are held by FNB at the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents Branches; (including collateral documentsvii) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a The ISDA Agreements; and (viii) A 100% participation interest in the Letters of Credit to the extent as contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (xiv) Those certain routing and telephone numbers of Seller used in connection with the Business12.11. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and (i) except as may be expressly provided for in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser is has no interest in any other business relationship which FNB or any of its Affiliates has or may have with any Customer, or (ii) any other customer of FNB or its Affiliates. Purchaser further understands and agrees that FNB and its Affiliates are retaining any and all rights and claims which any of them may have, including but not purchasing the Excluded Assetslimited to indemnification or reimbursement rights, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts with respect to obtain any necessary third party consents to the transfer of the Purchased Assets and the Assumed Liabilities, to Purchaserthe extent that such rights or claims relate to the conduct of the business of the Cape Cod Business prior to the Closing. Without limitation of the foregoing, Purchaser acknowledges and agrees that it will not acquire any Middle Market Loans pursuant to the terms of this Agreement.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s direct and indirect right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller as described below: (collectively, the “Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:): (i) The Purchased Real Propertythe Negative Deposits as of the close of business on the Closing Date; (ii) Real Property Leases and all of Seller’s rights with respect to the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement); (iii) The ATMs; (iv) The Loans; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The contracts and relationships giving rise to the Deposit Liabilities; (ix) All investment securities; (x) All insurance premiums paid by Seller to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.3; (xi) All books and records and other data relating to the Business, the Purchased Assets and the Assumed Liabilities Subject to the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents (including collateral documents) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a 100% participation interest in the Letters of Credit to the extent contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (xiviii) Those certain routing all of Seller’s right, title and telephone numbers interest in and to all books and records held by Seller relating to the items described in the other subsections of Seller used this Section 2.1(a) and to the books and records relating to the Assumed Liabilities the "Records". (iv) all of the real estate, buildings and improvements of the Branch, the legal description of which is set forth in connection Schedule 6.6, hereto. (v) all of the furnishings and equipment of the Branch, a detail of which is set forth in Schedule 6.6, hereto. (vi) the Cash Secured Loans, together with Accrued Interest thereon, which are set forth in Schedule 6.6, hereto. (vii) cash on hand at the Business.Branch on the Closing Date (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) Liabilities specified in this Agreement. Notwithstanding anything to the contrary contained hereinExcept as may be expressly provided for in this Agreement, Purchaser is has no interest in any other business relationship which Seller or any of its Affiliates has or may have with (i) any Customer or (ii) any other customer of Seller or its Affiliates. Purchaser further understands and agrees that Seller and its Affiliates are retaining any and all rights and claims which any of them may have, including but not purchasing the Excluded Assetslimited to indemnification or reimbursement rights, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts with respect to obtain any necessary third party consents to the transfer of the Purchased Assets and the Assumed Liabilities, to Purchaserthe extent that such rights or claims relate to the Liabilities prior to the Closing.

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller Sellers shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from SellerSellers, all of Seller’s direct and indirect Sellers' right, title and interest in, to and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller Sellers as described below (collectively, the “"Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:"): (i) The Purchased Real PropertyCommercial Bank Assets; (ii) Real Property Leases and the ATM Real Property Leases (except where the parties have entered into a valid Sublease Agreement)The Consumer Bank Assets; (iii) The ATMsCRA Assets; (iv) The LoansSmall Business Bank Assets; (v) The Cash; (vi) The Fixed Assets; (vii) The SBA Receivables; (viii) The All of Sellers' rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (ixvi) All investment securitiesThe Advance Lines and the Negative Deposits, each as of the Closing Date; (xvii) All insurance premiums paid by Seller Sellers to the FDIC which are allocated to insurance coverage for the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.33.5; (xiviii) All of Sellers' right, title and interest in and to all books and records and other data relating to the Business, the Purchased Assets described in the other subsections of this Section 2.1(a) and the Assumed Liabilities Subject to Liabilities, as such books and records may exist and as are held by Sellers at the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents Branches; (including collateral documentsix) and all collateral in possession of or otherwise granted to Seller in connection therewith, or a The ISDA Agreements; and (x) A 100% participation interest in the Letters of Credit to and the extent Liquidity Support Agreements as contemplated by Section 10.6; (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (xiv) Those certain routing and telephone numbers of Seller used in connection with the Business12.11. (b) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and except as may be expressly provided for in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser is has no interest in (i) any other business relationship which Sellers or their Affiliates have or may have with any Customer or (ii) any other customer of Sellers or their Affiliates. Purchaser further understands and agrees that Sellers and their Affiliates are retaining any and all rights and claims which any of them may have, including but not purchasing the Excluded Assetslimited to indemnification or reimbursement rights, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts with respect to obtain any necessary third party consents to the transfer of the Purchased Assets and the Assumed Liabilities, to Purchaserthe extent that such rights or claims relate to the conduct of the business of the Business prior to the Closing unless such rights or claims relate to liabilities, duties, responsibilities and obligations of Sellers arising or accruing on or prior to the Closing Date which are included in the Assumed Liabilities, including without limitation those described in Section 2.2(a)(x)(A).

Purchase and Sale of Assets; No Other Assets Purchased. (a) Subject to the terms and conditions hereof, including, including without limitation, limitation the assumption by Purchaser of the Assumed Liabilities, as of the close of business on the Closing Date, Seller shall sell, convey, assign, transfer transfer, and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s direct and indirect 's right, title title, and interest in, to to, and under, except for the Excluded Assets, the Excluded Contracts and the Excluded Loans, all under certain assets of the assets, properties, rights, licenses, permits, Contracts real property, causes of action and business of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, owned, leased or in the possession of Seller as described below (collectively, the “"Purchased Assets”), including without limitation, except as otherwise specified herein, all direct or indirect right, title and interest in, to and under:"): (i) The Purchased Real Propertythe Fixed Assets; (ii) Real Property Leases and the ATM Real Property Leases (except where Loans outstanding as of the parties have entered into a valid Sublease Agreement)Closing Date; (iii) The the ATMs; (iv) The Loansthe Real Property; (v) The Cashthe Safe Deposit Agreements; (vi) The Fixed all rights of Seller under any building maintenance, service, or similar contracts in effect as of the Closing Date relating solely to the operations of the Branches to the extent such contracts are assignable and do not relate to Excluded Assets, as listed on Schedule 2.1(a) (the "Service Agreements"); (vii) The SBA Receivablesthe Cash; (viii) The contracts and relationships giving rise to the Deposit Liabilitiesall Prepaid Expenses; (ix) All investment securitiesall books, records, files, reports, and other information in Seller's possession relating to the Branches, the Loans, the Deposit Liabilities, the Purchased Assets, and the Assumed Liabilities; (x) All insurance premiums paid by Seller to the FDIC which are allocated to insurance coverage for all of Seller's rights under the Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.3Agreements; (xi) All books all of Seller's rights under any contracts for insurance, investment, fiduciary or other products or services between Customers and records and other data relating to the Business, the Purchased Assets and the Assumed Liabilities Subject to the receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents (including collateral documents) and all collateral in possession of or otherwise granted to Seller in connection therewithPrime Vest, or a 100% participation interest in Seller and Prime Vest, or between Seller and/or Customers and any other financial advisory or fiduciary firms (but specifically excluding any rights of Seller or any of its Affiliates under the Letters of Credit to Elan Agreement) (the extent contemplated by Section 10.6;"Advisory Agreements"); and (xii) All funding contracts related to the Supplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for extent assignable, all of Seller's rights under the related safe deposit boxes; and (xiv) Those certain routing and telephone numbers of Seller used in connection with the BusinessOther Assigned Contracts. (b) Purchaser understands and agrees Seller understand and agree that it Purchaser is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement. Notwithstanding anything The parties understand and agree that Seller and its Affiliates are retaining any and all rights and claims which any of them may have with respect to the contrary contained herein, Purchaser is not purchasing the Excluded Purchased Assets, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts to obtain any necessary third party consents to the transfer extent that such rights or claims relate to the conduct of the Purchased Assets business of the Branches prior to Purchaserthe Closing.