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 right, title and interest in, to and under certain assets of the Seller as described below free and clear of all Liens (collectively, the “Purchased Assets”): (i) The 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) All of Seller’s rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (iii) All of Seller’s rights with respect to the Assumed Contracts; (iv) 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 3.5; (vi) All of Seller’s right, title and interest in and to all books, records and other data relating to the Purchased 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, files with respect to the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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; (vii) All of the rights received from Seller with respect to the Licensed IP; and (viii) The 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, 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 Closing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the parties.

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 certain assets 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 as described below free and clear of 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 Participation Interest, the Accrued Interest on the outstanding principal balance of the Participation Interest, the Eligible Securities, the Personal Purchased Real Property, the Transferred IP, the Transferred Intellectual Property Licenses, Other Assets, and the Cash; (ii) All of Seller’s rights with respect to 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; (iiiix) All of Seller’s rights with respect to the Assumed Contractsinvestment securities; (iv) All of Seller’s rights with respect to the Real Property; (vx) 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 3.53.3; (vixi) All of Seller’s right, title books and interest in and to all books, records and other data relating to the Purchased Assets or the Assumed Liabilities including all filesBusiness, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration of the Purchased Assets and the Assumed Liabilities, files with respect Liabilities Subject to the Leases receipt of any required third-party consents, the Letters of Credit, together with all reimbursement agreements and related documents (including lease documentationcollateral documents) and all collateral in possession of or otherwise granted to Seller in connection therewith, maintenance records, plans and permits), policies and procedures relating to or a 100% participation interest in 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) other than non-identifying information related to Hired Employees Letters of Credit to the extent specifically requested contemplated by Purchaser 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 AssetsSection 10.6; (viixii) All of the rights received from Seller with respect funding contracts related to the Licensed IPSupplemental Retirement Plans; (xiii) All Safe Deposit Agreements and keys for the related safe deposit boxes; and (viiixiv) The Other AssetsThose 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 and except as may be expressly provided for in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser has no interest in is not purchasing the Excluded Assets, the Excluded Contracts and the Excluded Loans. Seller shall use reasonable efforts to obtain 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 necessary third party consents to the Closing Date, Seller may agree to sell, convey, assign, transfer and deliver of the Purchased Assets to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the parties.

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 right, title and interest in, to and under certain assets of the Seller as described below free and clear of all Liens below: (collectively, the “Purchased Assets”): (i) The Participation Interest, the Accrued Interest Negative Deposits as of the close of business 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 CashClosing Date; (ii) All all of Seller’s rights with respect to the contracts and relationships giving rise to the Deposit Liabilities;; and (iii) All of Seller’s rights with respect to the Assumed Contracts; (iv) 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 3.5; (vi) All all of Seller’s right, title and interest in and to all books, books and records and other data held by Seller relating to the Purchased Assets or items described in the Assumed Liabilities including all files, customer other subsections of this Section 2.1(a) and supplier lists, mailing lists, accounting records, documentation or to the books and records relating to the administration Assumed Liabilities the "Records". (iv) all of the Purchased Assets real estate, buildings and the Assumed Liabilities, files with respect to the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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 improvements of the Purchased Assets;Branch, the legal description of which is set forth in 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) All of cash on hand at the rights received from Seller with respect to Branch on the Licensed IP; and (viii) The Other Assets.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 and except Agreement. Except as may be expressly provided for in this Agreement, Purchaser 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 limited to indemnification or any other assets of Seller. (c) No later than two Business Days reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the Liabilities prior to the Closing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partiesClosing.

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 's right, title and interest in, to and under certain assets of the Seller as described below free and clear of all Liens (collectively, the “"Purchased Assets”"): (i) The 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 Consumer Bank Assets, and the Cash; (ii) The Small Business Bank Assets; (iii) All of Seller’s 's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (iii) All of Seller’s rights with respect to the Assumed Contracts; (iv) All The Advance Lines and the Negative Deposits, each as of Seller’s rights with respect to the Real PropertyClosing Date; (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 3.5; (vi) All of Seller’s 's right, title and interest in and to all books, books and records and other data relating to the Purchased Assets or described in the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration other subsections of the Purchased Assets this Section 2.1(a) and the Assumed Liabilities, files with respect to as such books and records may exist and as are held by Seller at the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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 AssetsBranches; (vii) All of the rights received from Seller with respect to the Licensed IPThe ISDA Agreements; and (viii) The Other AssetsA 100% participation interest in the Letters of Credit as contemplated by Section 12.11. (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, Purchaser 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 limited to indemnification or any other assets reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of Seller. (c) No later than two the business of the Business Days prior to the Closing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partiesClosing.

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 's right, title and interest in, to and under certain assets of the such Seller as described below free and clear of all Liens (collectively, the “"Purchased Assets”"): (i) The 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 Consumer Bank Assets, and the Cash; (ii) The Small Business Bank Assets; (iii) All of such Seller’s 's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (iii) All of Seller’s rights with respect to the Assumed Contracts; (iv) All The Advance Lines and the Negative Deposits, each as of Seller’s rights with respect to the Real PropertyClosing Date; (v) 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 3.5; (vi) All of each Seller’s 's right, title and interest in and to all books, books and records and other data relating to the Purchased Assets or described in the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration other subsections of the Purchased Assets this Section 2.1(a) and the Assumed Liabilities, files with respect to as such books and records may exist and as are held by Sellers at the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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 AssetsBranches; (vii) All of the rights received from Seller with respect to the Licensed IPThe ISDA Agreements; and (viii) The Other AssetsA 100% participation interest in the Letters of Credit as contemplated by Section 12.11. (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, Purchaser has no interest in any other business relationship which Seller Sellers or any of its their Affiliates has or may have with any Customer or (ii) any other customer of Seller Sellers or its 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 limited to indemnification or any other assets reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of Seller. (c) No later than two the business of the Business Days prior to the Closing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partiesClosing.

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 the right, title and interest transferred by FNB to Sovereign in, to and under certain the following assets of the Seller as described below free and clear of all Liens FNB (collectively, the “"Purchased Assets”"): (i) The 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 Consumer Bank Assets, and the Cash; (ii) The Small Business Bank Assets; (iii) All of Seller’s FNB's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (iii) All of Seller’s rights with respect to the Assumed Contracts; (iv) All The Advance Lines and the Negative Deposits, each as of Seller’s rights with respect to the Real PropertyClosing Date; (v) 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 3.5; (vi) All of Seller’s FNB's right, title and interest in and to all books, books and records and other data relating to the Purchased Assets or described in the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration other subsections of the Purchased Assets this Section 2.1(a) and the Assumed Liabilities, files with respect to as such books and records may exist and as are held by FNB at the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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 AssetsBranches; (vii) All of the rights received from Seller with respect to the Licensed IPThe ISDA Agreements; and (viii) The Other AssetsA 100% participation interest in the Letters of Credit as contemplated by Section 12.11. (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, Purchaser has no interest in any other business relationship which Seller FNB or any of its Affiliates has or may have with any Customer Customer, or (ii) any other customer of Seller 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 limited to indemnification or any other assets reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of Seller. (c) No later than two the business of the Cape Cod Business Days prior to the Closing DateClosing. Without limitation of the foregoing, Seller may agree Purchaser acknowledges and agrees that it will not acquire any Middle Market Loans pursuant to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets the terms of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partiesthis 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 transfer, and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title title, and interest in, to to, and under certain assets of the Seller as described below free and clear of all Liens (collectively, the “"Purchased Assets”"): (i) The 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 Fixed Assets, and the Cash; (ii) All the Loans outstanding as of Seller’s rights with respect to the contracts and relationships giving rise to the Deposit LiabilitiesClosing Date; (iii) All of Seller’s rights with respect to the Assumed ContractsATMs; (iv) 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 Safe Deposit Liabilities following the Closing Date, to the extent a proration or adjustment is made with respect thereto pursuant to Section 3.5Agreements; (vi) All all rights of Seller’s rightSeller under any building maintenance, title and interest service, or similar contracts in and to all books, records and other data effect as of the Closing Date relating solely to the Purchased Assets or the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration operations of the Purchased Assets and the Assumed Liabilities, files with respect to the Leases (including lease 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) other than non-identifying information related to Hired Employees Branches to the extent specifically requested by Purchaser such contracts are assignable and permitted by Lawdo not relate to Excluded Assets, and files and income Tax records of Seller and its Affiliates; provided, however, that Seller shall have as listed on Schedule 2.1(a) (the right to retain a copy of all such books, records and other data that is part of the Purchased Assets"Service Agreements"); (vii) All of the rights received from Seller with respect Cash; (viii) all Prepaid Expenses; (ix) all books, records, files, reports, and other information in Seller's possession relating to the Licensed IPBranches, the Loans, the Deposit Liabilities, the Purchased Assets, and the Assumed Liabilities; (x) all of Seller's rights under the Deposit Agreements; (xi) all of Seller's rights under any contracts for insurance, investment, fiduciary or other products or services between Customers and Prime Vest, or 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 Elan Agreement) (the "Advisory Agreements"); and (viiixii) The to the extent assignable, all of Seller's rights under the Other AssetsAssigned 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 Agreement. The parties understand and except as may be expressly provided for in this Agreement, Purchaser has no interest in agree that Seller and its Affiliates are retaining any other business relationship and all rights and claims which Seller or any of its Affiliates has or them may have with any Customer respect to the Purchased Assets, to the extent that such rights or any other customer claims relate to the conduct of Seller or its Affiliates or any other assets the business of Seller. (c) No later than two Business Days the Branches prior to the Closing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partiesClosing.

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 Sellers' right, title and interest in, to and under certain assets of the Seller Sellers as described below free and clear of all Liens (collectively, the “"Purchased Assets”"): (i) The 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 Commercial Bank Assets, and the Cash; (ii) The Consumer Bank Assets; (iii) The CRA Assets; (iv) The Small Business Bank Assets; (v) All of Seller’s Sellers' rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (iiivi) All The Advance Lines and the Negative Deposits, each as of Seller’s rights with respect to the Assumed ContractsClosing Date; (iv) All of Seller’s rights with respect to the Real Property; (vvii) 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 3.5; (viviii) All of Seller’s Sellers' right, title and interest in and to all books, books and records and other data relating to the Purchased Assets or described in the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration other subsections of the Purchased Assets this Section 2.1(a) and the Assumed Liabilities, files with respect to as such books and records may exist and as are held by Sellers at the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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 AssetsBranches; (viiix) All of the rights received from Seller with respect to the Licensed IPThe ISDA Agreements; and (viiix) The Other AssetsA 100% participation interest in the Letters of Credit and the Liquidity Support Agreements as contemplated by Section 12.11. (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, Purchaser has no interest in (i) any other business relationship which Seller Sellers or any of its their Affiliates has have or may have with any Customer or (ii) any other customer of Seller Sellers or its 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 limited to indemnification or any other assets reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of Seller. (c) No later than two the business of the Business Days prior to the Closing Dateunless such rights or claims relate to liabilities, Seller may agree duties, responsibilities and obligations of Sellers arising or accruing on or prior to sellthe Closing Date which are included in the Assumed Liabilities, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, including without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partieslimitation 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 and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title and interest in, to and under certain assets of the Seller as described below free and clear of all Liens (collectively, the “"Purchased Assets”"): (i) The 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) All of Seller’s 's rights with respect to the contracts and relationships giving rise to the Deposit Liabilities; (iii) All The Advance Lines and the Negative Deposits, each as of Seller’s rights with respect to the Assumed Contractsclose of business on the Closing Date; (iv) All contract rights of Seller’s rights with respect Seller to the Real Propertyservice 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 3.5;; and (vi) All of Seller’s 's right, title and interest in and to all books, books and records and other data relating to the Purchased Assets or described in the Assumed Liabilities including all files, customer and supplier lists, mailing lists, accounting records, documentation or records relating to the administration other subsections of the Purchased Assets this Section 2.1(a) and the Assumed Liabilities, files with respect to as such books and records may exist and as are held by Seller at the Leases (including lease 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) other than non-identifying information related to Hired Employees to the extent specifically requested by Purchaser 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; (vii) All of the rights received from Seller with respect to the Licensed IP; and (viii) The Other AssetsBranch. (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, Purchaser 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 limited to indemnification or any other assets reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of Seller. (c) No later than two the Business Days prior to the Closing Date, Seller may agree to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser may agree to purchase and accept from Seller, such additional assets of Seller as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the partiesClosing.