Common use of Seller's Actions at Closing Clause in Contracts

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), Seller shall, with respect to the Branch: (a) transfer possession to Buyer at the Branch such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Branch; (b) execute, acknowledge and deliver to Buyer a special warranty deed (qualified, as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing; (c) assign, transfer, and make available to Buyer such of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (d) assign, transfer, and deliver to Buyer such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); (e) make available and transfer to Buyer on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer pursuant to the terms of this Agreement; (f) execute, acknowledge and deliver to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at the Closing pursuant to the terms of this Agreement; (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the Branch: (a) transfer possession deliver to Buyer at Purchaser a duly executed and recordable general warranty deed conveying title to the Branch such Real Estate free and clear of all claims, liens and encumbrances (other than the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the BranchPermitted Liens); (b) executeassign to Purchaser, acknowledge Seller's rights in and deliver to Buyer a special warranty deed (qualified, as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Branch Real EstateAssumed Contracts, which are now in Seller's possession or assignable and which constitute a part of the Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the ClosingAssets; (c) deliver to Purchaser the Seller Assets purchased hereunder which are capable of physical delivery and such appropriate bills of sale and other instruments of title as Purchaser may reasonably request to vest in Purchaser good and marketable title thereto, free and clear of all encumbrances (other than the Permitted Liens); (d) assign, transfer, and make available deliver to Buyer such of Purchaser the following records, records and original documents (if available) pertaining to the extent Seller Deposit Liabilities (in whatever form or medium then maintained by Seller); (e) execute and deliver to Purchaser an instrument which shall assign and transfer Individual Retirement Accounts attributable to the Seller Office to Purchaser and which shall additionally appoint Purchaser as a successor trustee for such accounts; (f) assign, transfer and deliver and endorse over to Purchaser all promissory notes and other credit agreements, together with corresponding collateral (including, without limitation, mortgages and personal property liens) related to the Loans and all files and records exist and are original documents, if available and maintained at the Branch (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (iig) canceled checks and/or negotiable orders of withdrawal representing charges deliver all other records and original documents (if available) related to depositors;the Seller Assets transferred to, and the Seller Deposit Liabilities assumed by, Purchaser; and, (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (d) assign, transfer, and deliver to Buyer such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); (eh) make available and transfer to Buyer on the Closing Date and prior to the conclusion of the Closing any Purchaser all funds required to be paid to Buyer Purchaser pursuant to the terms of this Agreement; (f) execute, acknowledge and deliver to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at the Closing pursuant to the terms of this Agreement; (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the Branch: (a) transfer possession assign to Buyer at Seller’s rights in and to the Branch such Equipment Leases, which are assignable and which constitute a part of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the BranchAssets; (b) execute, acknowledge and deliver (except in the case of Loan Files for which physical possession may be delivered post-Closing) to Buyer the Assets purchased hereunder which are capable of physical or electronic delivery, and a special warranty deed (qualified, Bxxx of Sale in substantially the form of Exhibit C hereto and other instruments of title as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals request to vest in Buyer good and marketable title thereto, free and clear of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closingencumbrances; (c) assign, transfer, and make available deliver to Buyer such of the following recordsrecords and original documents, including all signature cards, (if available) pertaining to Assets and the extent such records exist and are available and maintained at the Branch Deposit Liabilities (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (d) assign, transfer, execute and deliver to Buyer such safe deposit an instrument which shall assign and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining transfer IRAs attributable to the safe deposit business of the Branch transferred Branches to Buyer hereunder in substantially the form of Exhibit D hereto and which shall additionally appoint Buyer as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases a successor or other agreements relating to the same) and all securities and other records, if any, held by the Branch trustee for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same)such accounts; (e) make available and transfer deliver to Buyer a letter from the Federal Home Loan Bank of Cincinnati (the “FHLB”) releasing any liens that may have been created by Seller that may exist on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer pursuant to the terms of this AgreementLoans; (f) execute, acknowledge and deliver pay the amount owing to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at under Section 4.2(a) in the Closing pursuant to the terms of this Agreementmanner set forth in Section 4.2(b); (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer execute and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loansofficer’s certificate under Section 9.2(d); (h) execute, acknowledge, execute and deliver a special warranty deed with respect to the Real Property in substantially the form attached hereto as Exhibit F (the “Warranty Deed”) duly executed by Seller; (i) execute and deliver the Lease Assumption Agreement duly executed by Seller and consented to by the landlord for the Corydon Branch; (j) execute and deliver a certificate, in form and substance reasonably satisfactory to Buyer, as to evidence the assignment non-foreign status of Seller pursuant to section 1.1445-2(b)(2) of the Assets of Buyer United States Treasury Regulations, duly executed by Seller hereunder, an instrument of assignment in Seller; and (k) execute and deliver such other documents as the form set forth in Schedule 6.02parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), Seller shall, with respect to the BranchBranches: (a) transfer possession deliver to Buyer at the Branch Branches such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets Assets comprising the safe deposit box business, if any, of the BranchBranches; (b) execute, acknowledge and deliver to Buyer a special warranty deed (qualifiedall such Warranty Deeds, endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate shall reasonably be necessary or advisable and reasonably acceptable to Buyer to consummate the sale, assignment, and transfer of the Assets sold or assigned to Buyer hereunder, and such other documents as the title company and Buyer's counsel may reasonably require; the originals of all blueprints, construction plans, specifications specifications, and plat plats relating to the Branch Owned Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing; (c) execute, acknowledge and deliver to Buyer a duly executed and recordable assignment to Buyer of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease in a form reasonably acceptable to Buyer; (d) assign, transfer, and make available to Buyer such of the following records, to the extent such records as exist and are available and maintained at the Branch Branches (in whatever form or medium then maintained by Seller), ) pertaining to the Deposit Liabilities and Branch Loans: (i) originals or copies of signature cards, orders and contracts orders, contracts, and agreements between Seller and depositors of the Branch Branches and borrowers with respect to Branch Loans, and all records of a similar character;; and (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viiiiii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (de) assign, transfer, and deliver to Buyer such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch Branches transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the BranchBranches, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch Branches for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); (ef) make available and transfer to Buyer on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer pursuant to the terms of this Agreement; (fg) execute, acknowledge acknowledge, and deliver to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at the Closing pursuant to the terms of this Agreement; (gh) assign by endorsement endorsement, in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note note, or other evidence of indebtedness related to the Branch Loans together with the loan file files and records and all evidence of collateral security of any nature whatsoever held by Seller as collateral (in whatever form or medium then maintained by Seller) ), and pertaining to such Branch LoansLoans transferred to Buyer pursuant to this Agreement; (hi) executeassign to Buyer all Seller's rights in and to the Assumed Contracts which are assignable and which constitute part of the Assets; (j) assign, acknowledgetransfer, and deliver to Buyer, Buyer such files and records (in whatever form or medium maintained by Seller) pertaining to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth Other Branch Services listed in Schedule 6.02G; and (k) deliver those advisory director resignations contemplated by Section 8.11.

Seller's Actions at Closing. At On the Closing (unless another time is specifically stated in Section 6.04 hereof)Date, the Seller shall, with respect to the Branch: (a) transfer possession deliver to Buyer at the Branch Purchaser such of the Assets purchased hereunder as shall be are capable of physical delivery, including, without limitation, all assets comprising records, documents and files of Seller relating to the safe deposit box business, if any, of the Branch;Assets and Liabilities and (b) execute, acknowledge and deliver to Buyer a special warranty deed (qualifiedPurchaser all such endorsements, assignments, bills of sale and other instruments of conveyance, assignment and transfer as necessaryshall reasonably be necessary or advisable to consummate the sale, assignment and transfer of the Assets to reflect Purchaser as provided herein; provided that all Permitted Exceptions), conveying of the Branch Real Estate documents and instruments to Buyer be delivered by Seller hereunder shall be in form and such other documents as the title company may substance reasonably require; the originals of all blueprints, construction plans, specifications and plat relating satisfactory to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closingcounsel for Purchaser; (c) assign, transfer, transfer and make available deliver to Buyer such Purchaser each of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) Deposits on the Closing Date: signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) ; canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any withdrawal, if any; and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and materials maintained by Seller at the Branch relative to any deposit, provided, however, with respect to the records, statements, other data and materials not maintained by at the Branch, Seller relative shall provide Purchaser with reasonable access to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyersuch records as provided in this Agreement; (d) assign, transfer, transfer and deliver to Buyer such safe deposit and safekeeping files and Purchaser all records (in whatever form or medium then maintained by Seller) possession of Seller pertaining to the safe deposit business Deposits necessary for Purchaser to comply with all of the Branch transferred to Buyer hereunder as exist requirements of federal and are available, together with state law and regulations; (e) transfer and deliver the contents of the safe deposit boxes maintained at the Branch, Branch as the same exist as of the close of business on the day immediately preceding the Closing Date (subject Date, along with keys, documents and other records pertaining thereto and to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same)unrented boxes; (ef) make available and transfer to Buyer Purchaser on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer Purchaser pursuant to the terms of this Agreement;; and (fg) execute, acknowledge and deliver to Buyer Purchaser all Certificates certificates and other documents required to be delivered to Buyer Purchaser by Seller at the Closing pursuant to the terms of this Agreement; (g) assign by endorsement . Seller agrees that it will preserve and safely keep, for so long as may be required under applicable law, all of the files and records not transferred to Purchaser which relate to the Assets and Liabilities, for the mutual benefit of itself and Purchaser, and that it will, upon the request of Purchaser and in a form reasonably acceptable timely manner, consult and review such files and records and provide Purchaser with such information relating to Buyer, transfer pre-Closing transactions and deliver to Buyer the contract, promissory note or other evidence of indebtedness related activity relating to the Assets and Liabilities as Purchaser may reasonably require. For purposes of this Section 1.07, where possible, physical delivery may be accomplished by the transfer of control over the Branch Loans together with from Seller to Purchaser at the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02Closing.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the Branch: (a) transfer possession assign to Buyer at Seller’s rights in and to the Branch such Equipment Leases, which are assignable and which constitute a part of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the BranchAssets; (b) execute, acknowledge and deliver (except in the case of Loan Files for which physical possession may be delivered post-Closing) to Buyer the Assets purchased hereunder which are capable of physical or electronic delivery, and a special warranty deed (qualified, Xxxx of Sale in substantially the form of Exhibit C hereto and other instruments of title as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals request to vest in Buyer good and marketable title thereto, free and clear of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closingencumbrances; (c) assign, transfer, and make available deliver to Buyer such of the following recordsrecords and original documents, including all signature cards, (if available) pertaining to Assets and the extent such records exist and are available and maintained at the Branch Deposit Liabilities (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (d) assign, transfer, execute and deliver to Buyer such safe deposit an instrument which shall assign and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining transfer IRAs attributable to the safe deposit business of the Branch transferred Branches to Buyer hereunder in substantially the form of Exhibit D hereto and which shall additionally appoint Buyer as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases a successor or other agreements relating to the same) and all securities and other records, if any, held by the Branch trustee for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same)such accounts; (e) make available and transfer deliver to Buyer a letter from the Federal Home Loan Bank of Cincinnati (the “FHLB”) releasing any liens that may have been created by Seller that may exist on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer pursuant to the terms of this AgreementLoans; (f) execute, acknowledge and deliver pay the amount owing to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at under Section 4.2(a) in the Closing pursuant to the terms of this Agreementmanner set forth in Section 4.2(b); (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer execute and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loansofficer’s certificate under Section 9.2(d); (h) execute, acknowledge, execute and deliver a special warranty deed with respect to the Real Property in substantially the form attached hereto as Exhibit F (the “Warranty Deed”) duly executed by Seller; (i) execute and deliver the Lease Assumption Agreement duly executed by Seller and consented to by the landlord for the Corydon Branch; (j) execute and deliver a certificate, in form and substance reasonably satisfactory to Buyer, as to evidence the assignment non-foreign status of Seller pursuant to section 1.1445-2(b)(2) of the Assets of Buyer United States Treasury Regulations, duly executed by Seller hereunder, an instrument of assignment in Seller; and (k) execute and deliver such other documents as the form set forth in Schedule 6.02parties may determine are reasonably necessary to consummate the transactions contemplated hereby.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, each Seller shall, with respect to the Branchis: (a) transfer possession to Buyer at delivering duly executed transfers in substantially the Branch such form of Exhibit 4.02(a)(i) and sold notes in substantially the form of Exhibit 4.02(a)(ii) in respect of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, Stock owned by such Seller in favor of the BranchPurchaser (and/or its nominees as the Purchaser may direct) accompanied by the relevant certificates for the Stock; (b) executedelivering all powers of attorney or other authorities under which the transfers and sold notes in respect of the Stock owned by it have been executed, acknowledge and deliver to Buyer a special warranty deed (qualified, as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closingif applicable; (c) assigndelivering duly executed transfers and sold notes in favor of STD Hong Kong (and/or its nominees as the Purchaser may direct) in respect of such shares in the companies in which STD Hong Kong directly or indirectly hold securities as are registered in the names of nominee holders on behalf of STD Hong Kong, transfer, and make available to Buyer such of together with the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyerrelevant share certificates; (d) assign, transfer, and deliver to Buyer such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business delivering a deed of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held indemnity duly executed by the Branch for their customers as Sellers in the form of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the sameExhibit 4.02(d); (e) make available delivering all the statutory and transfer other books and records (including financial records) duly written and up to Buyer date of closing of the Companies and their respective certificate(s), memoranda and article(s) of association, current business registration certificates, business licenses, certificates of incorporation, certificates of incorporation on change of name, and common seals and any other papers, records and documents of the Closing Date and prior Companies; (f) delivering evidence that all guarantees given by the Companies in favor of third parties other than the Companies in respect of the performance of the obligations of the Seller Parties or any other person as detailed in Schedule 4.02(f) have been released; (g) delivering evidence that all loans or other indebtedness due or owing to the conclusion Companies by any of the Seller Parties or directors or other officers of the Companies have been repaid in full; (h) delivering all cheque books and unused cheques and credit cards of or relating to the Companies; (i) delivering the title deeds, land use right certificates, building ownership certificates, leases and tenancy agreements in respect of properties owned or leased by the Companies in Hong Kong and the People's Republic of China and a legal opinion stating that it has applied for, and satisfied all of the conditions required for, the issuance of a building ownership certificate and a land use rights certificate for each parcel of land noted in Schedule 4.02 (i) in the People's Republic of China and all buildings thereon purportedly owned by one or more of the Companies (or, if available under applicable law, a combined certificate related to the land use rights and the buildings) (the "Land and Building Certificates") made up to the date of the Closing together with all other documents relating to the properties and possession of all other property and assets and books and records of the Companies; (j) delivering the resignations of all directors of the Companies other than Chu, and delivering a letter under seal in the form set out in Schedule 4.02 (j) from each of the resigning individuals acknowledging that the person so resigning has no claim outstanding for compensation for loss of office or on any funds required other grounds whatsoever as a director or officer as the case may be and delivering the resignations of the Secretaries of the Companies; (k) causing (i) such persons as the Purchaser may nominate to be paid validly appointed as directors and officers of each of the Companies and (ii) the transfers referred to Buyer in Sections 4.02(a) and (c) to be approved for registration (subject to stamping); (l) if requested by Purchaser, procuring revocation of all authorities to the bankers of the Companies relating to bank accounts and procuring the giving of authority to such person(s) as the Purchaser may nominate to operate the same; (m) executing and delivering an escrow agreement in substantially the form of Exhibit 4.02(m) (the "Escrow Agreement") if a party thereto and delivering the Stock Security, accompanied by five duly executed stock powers endorsed in blank by STD BVI to the Escrow Agent, which Stock Security shall be held in escrow by the Escrow Agent pursuant to the terms of this the Escrow Agreement; (fn) executedelivering, acknowledge or procuring the delivery, for filing with the appropriate governmental agency or entity a duly executed amendment to the various charter or qualification documents of STD BVI, STD Bermuda and deliver the other companies noted on Schedule 4.02(n) deleting from its name the initials or words "STD" or "Standard", in both English and Chinese; (o) delivering a standstill, registration rights and voting agreement with Recoton in substantially the form of Exhibit 4.02(o) (the "Shareholders' Agreement") executed by each of the Sellers, the Three Employees and Xxxx Xxxx ("Xxxx"); (p) delivering (i) an employment agreement with the Company in the form of Exhibit 4.02(p)(i), (ii) and (iii) respectively executed by each of Xxxxxxx Xxx, Xxxxx Xxx and Xxxxxxx Xx (the "Three Employees" and together with Xxxxx the "Four Employees") (such agreements being referred to Buyer collectively as the "Employment Agreements"), (ii) an agreement substantially similar to Section 5.16(c) executed by Xxxxxxx Xx, (iii) an employment agreement with the Company in substantially the form of Exhibit 4.02(p)(iv) (the "Other Employment Agreement") executed by each of Xxxx Xxx Ting, Xxxxxxxxxx Xxxx, Xxxx Xxx and Xxxxx Xxxx Xxxx; (q) delivering to the Purchaser a copy of the resolutions of its directors together with any and all Certificates required resolutions or consents of its shareholders and appropriate incumbency certificates, duly certified by an officer of such Seller, approving the execution and delivery of this Agreement and the consummation of all of the transactions contemplated hereby; (r) delivering to the Purchaser a copy of the resolutions of the directors of each of the Companies together with any and all required resolutions or consents of its shareholders and appropriate incumbency certificates, duly certified by an officer of such Company, approving, as applicable, the following: (i) the transfer of the Stock; (ii) the letters of resignation of the outgoing directors and secretaries of each of the Companies; (iii) the resignation of the existing auditors of each of the Companies; (iv) the appointment of the new directors and secretaries of each of the Companies as requested by Purchaser; and (v) the changing of the registered office of each of the Companies; (s) delivering the favorable opinions of Xxxxxx Xxxxxx White & XxXxxxxxx ("Sellers' Counsel") (as to U.S. Federal and California law); Xxxxxxx, Xxxx & Xxxxxxx (as to Bermuda law); China Legal Service (HK) Ltd. (as to Peoples' Republic of China law); Xxxxxxxx Xxxxx & Xxxxxxxx (as to Hong Kong law); and Xxxxxx, Westwood & Riegels (as to British Virgin Islands law) dated the Contract Date or the Closing Date and in form and substance reasonably satisfactory to the Purchaser's Counsel to the effect that: (i) Each of the Companies and the corporate Seller Parties is duly organized, validly existing and in good standing under its respective jurisdiction of incorporation, have all requisite corporate power and authority to own its property and other assets and conduct their business as such counsel is advised it is now being conducted, and is duly qualified and in good standing as a foreign corporation authorized to do business in the jurisdictions listed in Schedule 5.01; (ii) Neither the execution, delivery performance of this Agreement nor, to the extent a party thereto, the Escrow Agreement and the Shareholders' Agreement ("Sellers' Other Agreements"), with or without the giving of notice or the passage of time, or both, conflict with or violate (i) any provision of the Seller Parties' corporate documents or (ii) any legal requirement, or any order or decree known to such counsel of any court or other governmental agency or instrumentality applicable to any of the Seller Parties; (iii) Each of the Seller Parties, as applicable, has the full corporate power and authority to enter into this Agreement and the Seller's Other Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby; (iv) All proceedings required to be taken by the Seller Parties and their shareholders to authorize the execution, delivery and performance of this Agreement and the Sellers' Other Agreements to which it is a party have been properly taken and this Agreement and Seller's Other Agreements constitute legal, valid and binding obligations of such Seller Party, enforceable in accordance with their terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally and subject to the discretion of a court in granting equitable remedies; (v) The stock certificates, transfers and sold notes, and other documents required to be and instruments being delivered to Buyer by Seller at the Closing pursuant Purchaser to transfer all of Sellers' right, title and interest in and to the terms of this Agreement; (g) assign Stock are in proper form to convey such title and by endorsement in a form reasonably acceptable to Buyer, transfer such delivery the Purchaser thereby shall acquire good and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining marketable title to such Branch Loans; Stock free and clear of all restrictions; (hvi) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form Except as set forth in Schedule 6.02this Agreement, no registration with, or approval, consent or action by, any legal body is required in connection with the execution, delivery and performance by any of the Seller Parties of this Agreement or any of the Sellers' Other Agreements to which it is a party; and

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), Seller shall, with respect to the BranchBranch Office: (a) transfer possession deliver to Buyer Purchaser at the Branch Office such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Branch; (b) execute, acknowledge and deliver to Buyer a special warranty deed (qualifiedPurchaser all assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as necessaryshall reasonably be necessary or advisable to consummate the sale, assignment, and transfer of the Assets sold or assigned to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably requirePurchaser; the originals of all blueprints, construction plans, specifications plans and plat relating to the Branch Real Estatespecifications, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by BuyerPurchaser, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing; (c) assignexecute, transfer, acknowledge and make available deliver to Buyer such Purchaser a duly executed and recordable assignment to Purchaser of the following records, Lease and a consent to assignment from WHITXXX xx the extent such records exist and are available and maintained at the Branch (Lease all in whatever a form or medium then maintained by Seller), pertaining reasonably satisfactory to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by BuyerPurchaser; (d) assign, transfer, and deliver make available to Buyer Purchaser such safe deposit of the following records as exist and safekeeping files are available and records maintained at the Branch Office (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business Accounts including but not limited to: (i) signature cards and IRA xxxn and account documents; and (ii) other orders, contracts, and agreements between Seller and depositors of the Branch transferred Office and records of similar character including without limitation, data processing media, account histories and fiche records (upon Purchaser's request, reasonably made, Seller will provide reasonable assistance to Buyer hereunder as exist and are available, together with Purchaser in locating the contents information described in this sub-paragraph (ii)); and (iii) a trial balance listing of the safe deposit boxes maintained at the Branch, as the same exist as records of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same);Accounts. (e) make available and transfer to Buyer on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer pursuant to the terms of this Agreement; (f) execute, acknowledge and deliver to Buyer Purchaser all Certificates and other documents required to be delivered to Buyer Purchaser by Seller at the Closing pursuant to the terms of this Agreement;; and (gf) assign by endorsement Purchaser all Seller's rights in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02Contracts which are assignable.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the BranchBranches: (a) transfer possession deliver to Buyer at the Branch Purchaser such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Branch;; and (b) execute, acknowledge and deliver to Buyer a special warranty deed (qualifiedPurchaser all such deeds, as necessaryendorsements, assignments, assignment of leases related to reflect all Permitted Exceptions)real property, conveying the Branch Real Estate to Buyer furniture, fixtures and such other documents as the title company may reasonably require; the originals equipment, and bills of all blueprints, construction plans, specifications and plat sale relating to furniture and fixtures and other instruments of conveyance, assignment and transfer as shall reasonably be necessary or advisable to consummate the Branch Real Estatesale, which are now in Seller's possession assignment and transfer of the Assets sold or which Seller has reasonable access toassigned to Purchaser hereunder; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing;and (c) assign, transfer, transfer and make available deliver to Buyer Purchaser such of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), ) pertaining to the Deposit Liabilities and Branch Loansaccrued interest thereon of the Branches assumed by Purchaser hereunder as exist and are available: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loansdepositors, and records of similar character;; and (ii) canceled cancelled checks and/or or negotiable orders of withdrawal representing charges to depositors (except to the extent the same have been returned to such depositors;); and (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (d) assign, transfer, transfer and deliver to Buyer Purchaser all other property and other records, if any, held by the Branches for their customers as of the Closing Date (subject to the terms and agreements or receipts relating to the same); and (e) assign, transfer and deliver to Purchaser such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business business, if any, of the Branch Branches transferred to Buyer Purchaser hereunder as exist and are availableexist, together with the contents of the safe deposit boxes boxes, if any, maintained at the Branch, Branches as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same) and all other property and other records, if any, held by the Branches for their customers as of the Closing Date (subject to the terms and agreements or receipts relating to the same);; and (ef) make available and transfer to Buyer on the Closing Date and prior to the conclusion of the Closing Purchaser any funds required to be paid to Buyer pursuant to by the terms of this Agreement;Section 1.4(b) hereof; and (fg) execute, acknowledge and deliver to Buyer Purchaser all Certificates and other documents required to be delivered to Buyer Purchaser by Seller at the Closing pursuant to the terms of this Agreement; (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02hereof.

Seller's Actions at Closing. At the Closing (unless another time ---------------------------- is specifically stated in Section 6.04 SECTION 6.4 hereof), Seller SELLER shall, with respect to the Branch------------ Offices: (a) transfer possession deliver to Buyer BUYER at the Branch Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the BranchOffices; (b) execute, acknowledge and deliver to Buyer a BUYER all such special warranty deed deeds (qualified, as necessary, to reflect all Permitted Exceptions), conveying endorsements, assignments, bills of sale and other instruments of conveyance, assignment and transfer as shall reasonably be necessary or advisable to consummate the Branch Real Estate sale, assignment and transfer of the Assets sold or assigned to Buyer BUYER hereunder (and such documents shall be reasonably acceptable to BUYER's counsel) and such other documents as the title company may reasonably require; , the originals (or copies, if originals are not available) of all blueprints, construction plans, specifications and plat relating to the Branch Owned Real Estate, which but only to the extent that such documents are now in SellerSELLER's possession or which Seller SELLER has reasonable access to; , and such other documents or instruments as may be reasonably required by BuyerBUYER, required by other provisions of this Agreement, Agreement or reasonably necessary to effectuate the Closing; (c) assign, transfer, transfer and make available to Buyer BUYER such of the following records, to the extent such records as exist and are available and maintained at the Branch Offices (in whatever form or medium then maintained by Seller), SELLER) pertaining to the Deposit Liabilities and Branch LoansLiabilities: (i) images of signature cards, orders and orders, contracts and agreements between Seller SELLER and depositors of the Branch and borrowers with respect to Branch Loans, Offices and records of similar character;; and (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viiiiii) all other miscellaneous records, statements and other data and materials materials, where available, maintained by Seller SELLER relative to any Deposit Liabilities being assumed by Buyer BUYER and Branch Overdraft Loans being acquired by BuyerBUYER; (d) assign, transfer, transfer and deliver to Buyer BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SellerSELLER) pertaining to the safe deposit business of the Branch Offices transferred to Buyer BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the BranchOffices, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch Offices for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); (e) make available and transfer to Buyer BUYER on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer BUYER pursuant to the terms of this AgreementAgreement by wire transfer of immediately available funds; (f) execute, acknowledge and deliver to Buyer BUYER all Certificates and other documents required to be delivered to Buyer BUYER by Seller SELLER at the Closing pursuant to the terms of this Agreement;; and (g) assign by endorsement to BUYER all SELLER's rights in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file Assumed Contracts which are assignable and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment which constitute part of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02Assets.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the BranchBranches: (a) transfer possession deliver to Buyer at the Branch Purchaser such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Branch;; and (b) execute, acknowledge and deliver to Buyer a special Purchaser, limited warranty deed deeds in the form attached as Exhibits 7.02(b)(1) & (qualified, as necessary, to reflect all Permitted Exceptions2), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing;and (c) [Reserved]; and (d) execute and deliver a xxxx of sale in the form attached as Exhibit 7.02(d) hereto relating to furniture, fixtures and equipment and other instruments of conveyance, assignment and transfer as shall reasonably be necessary or advisable to consummate the sale, assignment and transfer of the Assets, other than the Real Estate, sold or assigned to Purchaser hereunder; and (e) assign, transfer, transfer and make available deliver to Buyer Purchaser such of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), ) pertaining to the Deposit Liabilities and Branch Loansaccrued interest thereon of the Branches assumed by Purchaser hereunder as exist and are available: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loansdepositors, and records of similar character;; and (ii) canceled cancelled checks and/or or negotiable orders of withdrawal representing charges to depositors (except to the extent the same have been returned to such depositors;); and (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viiif) execute, acknowledge and deliver to Purchaser an assignment of mortgages in the form attached as Exhibit 7.02(f) hereto, for mortgage loans transferred to Purchaser pursuant to this Agreement; and (g) execute and deliver to Purchaser an assignment of right, title and interest in the form attached as Exhibit 7.02(g) hereto and transfer and deliver all other miscellaneous records, statements loan files and other data records as exist and materials are available (in whatever form or medium then maintained by Seller relative Seller) pertaining to any Deposit Liabilities being assumed by Buyer and Branch the Loans being acquired by Buyer;transferred to Purchaser hereunder; and (dh) assign, transfer, transfer and deliver to Buyer Purchaser such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities other property and other records, if any, held by the Branch Branches for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); and (i) execute and deliver an assignment of IRAs in the form attached as Exhibit 7.02(i) hereto; (ej) make any payment in immediately available and transfer funds in the net amount shown as owing to Buyer Purchaser by Seller, if any, on the Closing Date and prior to Statement in the conclusion of the Closing any funds form set forth at Exhibit 2.04(e) as required to be paid to Buyer pursuant to the terms by Section 2.04 of this Agreement;; and (fk) execute, acknowledge and deliver to Buyer Purchaser all Certificates certificates and other documents required to be delivered to Buyer Purchaser by Seller at the Closing pursuant to the terms of this Agreement; (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans; (h) execute, acknowledge, and deliver to Buyer, to evidence the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form set forth in Schedule 6.02hereof.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the Branchwill: (a) transfer possession deliver to Buyer at the Branch Purchaser such of the Assets purchased hereunder as shall be are capable of physical deliverydelivery (including delivery by their presence at the Real Estate), includingincluding a complete set of Seller’s keys to the safe deposit boxes and to the Branches, including without limitation, all assets comprising keys to any night deposit boxes and the safe deposit box business, if any, of the Branch;like; and (b) execute, acknowledge execute and deliver to Buyer a special warranty deed (qualified, xxxx of sale in the form attached as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat Exhibit 7.02(b) hereto relating to furniture, fixtures and equipment and other instruments of conveyance, assignment and transfer as are reasonably necessary or advisable to consummate the Branch sale, assignment and transfer of the Assets, other than the Real Estate, which are now in Seller's possession sold or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary assigned to effectuate the ClosingPurchaser hereunder; (c) assign, transfer, transfer and make available deliver to Buyer Purchaser such of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), ) pertaining to the Deposit Liabilities and Branch Loansaccrued interest thereon of the Branches assumed by Purchaser hereunder as exist and are available: (i) signature cards, orders and contracts and agreements between Seller and Branch depositors of the Branch and borrowers with respect to Branch Loanssafe deposit box customers, and records of similar character;; and (ii) canceled cancelled checks and/or or negotiable orders of withdrawal representing charges to depositors (except to the extent the same have been returned to such depositors;); and (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer; (d) assign, transfer, transfer and deliver to Buyer Purchaser such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities other property and other records, if any, held by the Branch Branches for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); (e) make available execute and transfer to Buyer on deliver an assignment of IRAs in the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Buyer pursuant to the terms of this Agreementform attached as Exhibit 7.02(e) hereto; (f) execute, acknowledge and deliver to Buyer all Certificates and other documents required Purchaser a blanket assignment of mortgages in the form attached as Exhibit 7.02(f) hereto, for mortgage loans transferred to be delivered to Buyer by Seller at the Closing Purchaser pursuant to the terms of this Agreement; (g) assign by endorsement execute and deliver to Purchaser an assignment of right, title and interest in a the form reasonably acceptable to Buyer, attached as Exhibit 7.02(g) hereto and transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file all Loan Files and records as exist and are available (in whatever form or medium then maintained by Seller) ), including all original copies as exist and are available, pertaining to such Branch Loansthe Acquired Loans transferred to Purchaser hereunder; (h) make, if applicable, any payment shown as owing to Purchaser by Seller on the Pre-Closing Statement, as required by Section 2.04 of this Agreement; (i) execute, acknowledge, acknowledge and deliver to BuyerPurchaser all certificates and other documents required to be delivered to Purchaser by Seller at or as a condition to Closing pursuant to the terms hereof or as Purchaser may reasonably require to effect the transactions provided for in this Agreement; (j) execute and deliver to Purchaser a certificate, to evidence the assignment dated as of the Assets Closing Date, that meets the requirements of Buyer Treasury Regulation Section 1.1445-2(b) and is signed by an authorized officer of Seller hereunderto the effect that Seller is not a “foreign person” as defined in Section 1445 of the Code; (k) execute, an instrument acknowledge and deliver to Purchaser a limited warranty deed for each piece of assignment Real Estate in the form set forth attached as Exhibit 7.02(k) hereto; and (l) execute and deliver to Purchaser an assignment, in Schedule 6.02such form required by the applicable issuer, and any other documents, and perform any actions, required by the applicable issuer or book-entry system to assign and transfer to Purchaser all of Seller’s right, title and interest in each of the Subordinated Debt Securities.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the Branch: (a) transfer possession deliver to Buyer at Purchaser a duly executed and recordable general warranty deed conveying title to the Branch such Real estate free and clear of all claims, liens and encumbrances (other than the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the BranchPermitted Encumbrances); (b) execute, acknowledge and deliver to Buyer a special warranty deed (qualified, as necessary, to reflect all Permitted Exceptions), conveying Purchaser the Branch Real Estate to Buyer Seller Assets purchased hereunder which are capable of physical delivery and such appropriate bills of sale and other documents instruments of title as the title company Purchaser may reasonably require; the originals request to vest in Purchaser good and marketable title thereto, free and clear of all blueprints, construction plans, specifications and plat relating to encumbrances (other than the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the ClosingPermitted Encumbrances); (c) assign, transfer, and make available deliver to Buyer such of Purchaser the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), original documents pertaining to the Seller Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by BuyerLiabilities; (d) assign, transfer, execute and deliver to Buyer such safe deposit Purchaser an instrument which shall assign and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining transfer IRAs attributable to the safe deposit business of the Branch transferred Seller Office to Buyer hereunder Purchaser and FKB and which shall additionally appoint Purchaser and FKB as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch a successor trustees for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same)such accounts; (e) assign, transfer and deliver and endorse over to Purchaser all promissory notes and other credit agreements, together with corresponding collateral (including without limitation, mortgages and personal property liens) related to the Loans and all files and records and original documents pertaining to the Loans; (f) deliver all other records and original documents (if available) related to the Seller Assets transferred to, and the Seller Deposit Liabilities assumed by, Purchaser; (g) make available and transfer deliver to Buyer on the Closing Date and prior to the conclusion of the Closing any Purchaser all funds required to be paid to Buyer Purchaser pursuant to the terms of this Agreement; (f) execute, acknowledge and deliver to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at the Closing pursuant to the terms of this Agreement; (g) assign by endorsement in a form reasonably acceptable to Buyer, transfer and deliver to Buyer the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loans;; and (h) execute, acknowledge, deliver such other documents as Purchaser may reasonably request to demonstrate satisfaction of conditions and deliver to Buyer, to evidence compliance with the assignment of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form agreements set forth in Schedule 6.02this Agreement.

Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof)Closing, Seller shall, with respect to the Branch: (a) transfer deliver to Purchaser, with respect to any Real Estate owned by the Seller, a duly executed and recordable special warranty deed in substantially the form of Exhibit D hereto; (b) assign to Purchaser Seller's rights in and to the Leases, which are assignable and which constitute a part of the Assets; (c) deliver (except in the case of Loan Files for which physical possession may be delivered post-Closing in accordance with Section 2.5 of this Agreement) to Buyer at the Branch such of Purchaser the Assets purchased hereunder as shall be which are capable of physical delivery, including, without limitation, all assets comprising and a Xxxx of Sale in substantially the safe deposit box business, if any, form of the Branch; (b) execute, acknowledge Exhibit B hereto and deliver to Buyer a special warranty deed (qualified, other instruments of title as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company Purchaser may reasonably require; the originals request to vest in Purchaser good and marketable title thereto, free and clear of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing; (c) assign, transfer, and make available to Buyer such of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans: (i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character; (ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors; (iii) a trial balance listing of records of account; (iv) overdraft histories for all Deposit Accounts; (v) any and all suspicious activity reports; (vi) returned check histories for all Deposit Accounts; (vii) histories related to all Branch Loans, including, but not limited to, past due histories; and (viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyerencumbrances; (d) assign, transfer, and deliver to Buyer such safe deposit Purchaser the records and safekeeping files and records original documents (if available) pertaining to the Deposit Liabilities (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the leases or other agreements relating to the same) and all securities and other records, if any, held by the Branch for their customers as of the close of business on the day immediately preceding the Closing Date (subject to the terms and conditions of the agreements or receipts relating to the same); (e) execute and deliver to Purchaser an instrument which shall assign and transfer IRAs and Xxxxx accounts attributable to the Branches to Purchaser in substantially the form of Exhibit C hereto and which shall additionally appoint Purchaser as a successor or trustee for such accounts; (f) deliver to Purchaser a letter from the Federal Home Loan Bank of Indianapolis (the "FHLBI") releasing any liens that may have been created by Seller that may exist on the Loans; (g) deliver to Purchaser a letter from the Federal Reserve Bank of St. Louis (the "FRB") releasing any liens that may have been created by Seller that may exist on the Loans; (h) deliver all other records and original documents (if available) related to the Assets transferred to, and the Deposit Liabilities assumed by, Purchaser; (i) make available and transfer to Buyer on the Closing Date and prior to the conclusion of the Closing any Purchaser all funds required to be paid to Buyer by Purchaser pursuant to the terms of this Agreement; (fj) executepay, acknowledge and deliver to Buyer all Certificates and other documents required to be delivered to Buyer by Seller at if applicable, the Closing pursuant to amount owing the terms of this AgreementPurchaser under Section 1.12; (gk) assign by endorsement in a form reasonably acceptable to Buyer, transfer execute and deliver such other documents as the parties may determine are reasonably necessary to Buyer consummate the contract, promissory note or other evidence of indebtedness related to the Branch Loans together with the loan file and records (in whatever form or medium then maintained by Seller) pertaining to such Branch Loanstransactions contemplated hereby; (hl) execute, acknowledge, deliver certified copies of resolutions of Seller's board of directors authorizing the execution and deliver to Buyer, to evidence delivery of this Agreement and the assignment consummation of the Assets of Buyer by Seller hereunder, an instrument of assignment in the form transactions set forth in Schedule 6.02this agreement; (m) if not delivered prior to Closing, deliver the final title insurance policies described in Section 9.15 naming Purchaser as an insured, having an effective date as of the Closing Date; and (n) deliver executed consents of all Lessors to the assignments of the Leases.