Common use of Transferred Assets Clause in Contracts

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below: (1) subject to Section 1.10, all real estate and improvements thereon upon which the Banking Centers are operated, together with all rights and appurtenances pertaining thereto; (2) the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at each Banking Center and used in conducting the business at the Banking Centers as of the Effective Time (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (5) all Loans transferred pursuant to Section 1.4; (6) all Coins and Currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers Branch Office and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below: (1) subject to Section 1.10, all real estate and improvements thereon upon which at the Banking Centers are operated, together with all rights and appurtenances pertaining theretoBranch Office (the "Real Property"); (2) except as provided in Exhibit 1.1(b), the furniture, fixtures, leasehold improvements, equipment improvements and other tangible personal property located at each Banking Center and used in conducting the business at the Banking Centers as of the Effective Time (the “"Personal Property”"); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branch Office as of the Effective Time (the “"Safe Deposit Contracts”"); (54) all Loans loans transferred pursuant to Section 1.4; (65) all Coins coins and Currency currency located at the Banking Centers Branch Office as of the Effective Time (the “"Coins and Currency”"); (6) Seller's rights in any equipment leased by the Seller and used at the Branch Office ("Leased Equipment") and not among the Excluded Assets; and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) The ATM located at the Banking CentersBranch Office. (b) Excluded from the The assets, properties and rights being transferred, conveyed and assigned to Purchaser listed below are specifically excluded from the sale under this Agreement are (the assets listed on Exhibit 1.1(b"Excluded Assets"): (1) hereto, Seller’s any rights in and to the name “Planters Bank”, “Planters "Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” South" and any of Seller’s corporate Sellers' and its affiliates' and proprietary mutual funds' logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers ; and (2) the “Excluded Assets”). assets listed on Exhibit 1.l(b) hereto. (c) The Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on Branch Office at or prior to the Effective Time. The Seller shall remove, using reasonable efforts to limit any damage to the Branch Office premises, the Excluded Assets at its own cost and, apart from making any repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Branch Office's premises to their original conditions, which shall be the Purchaser's responsibility.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b1.l(b) below: (1) subject to Section 1.101.10 hereof, all transferable right, title and interest of Seller in and to all real estate and improvements thereon upon which at the Banking Centers are operated(the "Real Property"), together with all rights and appurtenances pertaining thereto; (2) the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at each Banking Center and used in conducting on or affixed to the business at the Banking Centers as of the Effective Time Real Property (the “"Personal Property”"); ; (3) all leases affecting the Banking Centers, including all leases of real property (the “"Real Property Leases”) as listed on Exhibit 1.1(a)(3"), and all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); ; (5) all Loans loans transferred pursuant to Section 1.4; ; and (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s 's rights in and to --------------- the name “Planters Bank”, “Planters Bank & Trust Company” names "NationsBank" and “Planters Bank & Trust Company "Boatmen's" and any of Virginia,” their predecessor banks' names and any of Seller’s 's or Seller's predecessors corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject fee simple title to Section 1.10, all real estate and improvements thereon upon which the at those Banking Centers are operated, together with all rights described as Preston Corners and appurtenances pertaining theretoPlymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each the Banking Center Centers and used in conducting the Seller’s business at the Banking Centers as of the Effective Time (the “"Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”") as listed on Exhibit 1.1(a)(3Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"); , and all assignable operating contracts of the Banking Centers excluding any master contracts (the “"Assignable Contracts”) all of which Real Property Leases, "); Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3Schedule 1.1(a)(5); (46) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (57) all Loans transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (7) 8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit Schedule 1.1(b) hereto, Seller’s 's rights in and to the name names “Planters Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank”,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Planters Bank & Trust CompanyGateway Investment Services, Inc.,” and “Planters Bank & Trust Company of VirginiaGateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller Sellers will sell, assign, transfer, convey and deliver to PurchaserPurchasers, and Purchaser Purchasers will purchase from SellerSellers, all of the transferable rights, title and interest of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Exhibits hereto, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b2.1 (b) below:below (the "Transferred Assets"): (1) subject to Section 1.102.10 hereof, all of Sellers' transferable right, title and interest in and to all real estate and improvements thereon upon which at the Banking Centers are operatedCenters, but not including any leasehold estates covered by sub-section (3) below, together with all rights and appurtenances pertaining theretothereto (the "Real Property"); (2) the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located on or affixed to the Real Property or located at each leased Banking Center and used in conducting the business locations, including any of such items on order at the Banking Centers as Closing or subject to the terms of the Effective Time any Equipment Leases (the “"Personal Property”"); (3) all assignable leases affecting the Banking Centers, including all leases of real property and space in real property where Sellers are the lessee (the “"Real Property Leases”"), any leases of real property and space in real property where Sellers are a lessor (the "Tenant Leases") as listed on Exhibit 1.1(a)(3and all leases for equipment (the "Equipment Leases"), and all equipment those assignable, stand-alone software licenses and leases for equipment located at the Banking Centers acceptable to Purchasers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3"Software Licenses"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans transferred pursuant to Section 1.4;2.4; and (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser Purchasers under this Agreement are (1) the proprietary merchandising equipment and other assets listed on Exhibit 1.1(bEXHIBIT 2.1(b) hereto, Seller’s (2) Sellers' rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” names "NationsBank" and “Planters Bank & Trust Company "Barnxxx" xxd any of Virginia,” their predecessor banks' names and any of Seller’s Sellers' or Sellers' predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgages loans at the Banking Centers, (4) any regulatory licenses or any other nonassignable licenses and trade names permits, (5) trust, brokerage, mutual fund and logos of third parties with whom Seller has contracted to provide services to its customers similar relationships and (6) proprietary NationsBank or Barnxxx xxxtware (the “"Excluded Assets”"). Seller Sellers shall coordinate with Purchaser Purchasers to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Sellers shall remove the Excluded Assets at their own cost and using their reasonable efforts to attempt to minimize any damage as a result of such removal. Apart from making any repairs necessitated by Sellers' negligence in removing the Excluded Assets, Sellers shall be under no obligation to restore the premises to their original condition, which shall be the responsibility of Purchasers. (c) Except for data provided pursuant to Sections 2.3, 2.4, 2.5 and 2.6, all RMMS (as defined below) data and information and any copies or extracts thereof or other data or analyses delivered therefrom, and all internal reports and data relating to, containing or derived from the operating results of Barnxxx xxx its affiliates or any subsidiary or division or line of business thereof, whether contained in books, records or other paper format, accessed through the computer and data processing systems of Barnxxx xxx its affiliates, or otherwise in the possession of Barnxxx xx Sellers, shall remain solely the property of Sellers, and nothing contained in this Agreement shall be construed as transferring to or vesting in Purchasers or any of Purchasers' affiliates any right or interest in or to such data and information or to grant to Purchasers any ongoing rights to the use of the RMMS or data derived therefrom. Purchasers acknowledge that Sellers shall be entitled to take all such steps prior to or following the Closing as shall be necessary in Sellers' sole discretion to effect the foregoing, including taking such actions as are necessary to ensure that all access to such information at the offices of Sellers shall be terminated as of the Closing. Purchasers shall promptly return to Sellers any such information or data described herein, which remains at any facilities transferred hereunder following the Closing.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject to Section 1.10, all real estate and improvements thereon upon which owned by Seller at the Banking Centers are operated(the “Real Property”), together with all rights and appurtenances pertaining thereto; (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center and or used in conducting the Seller’s business at the Banking Centers as of the Effective Time Center (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) ); all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (5) all Loans transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and; (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers; and (8) all night depository contracts. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name names “Planters Bank”FNB Southeast,” “FNB Financial Services Corporation,” “FNB Southeast Investment Services, Inc.,” “Planters Bank & Trust CompanyFNB Southeast Mortgage Corporation” and “Planters Bank & Trust Company of Virginia,Black Diamond Savings Bank, FSB” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (together, the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest interests of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject to Section 1.10, the real property and all real estate and improvements thereon upon which (collectively, the “Real Property”) at the Banking Centers are operatedCenter, together with all rights and appurtenances pertaining thereto; a more particular description of which is set forth on Exhibit 1.1(a)(1); (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvementssecurity equipment, automated teller machines and other equipment and other tangible personal property owned by Seller and located at each the Banking Center and or used in conducting the Seller’s business at the Banking Centers as of the Effective Time Center (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3);[OMITTED INTENTIONALLY] (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “Safe Deposit Contracts”); (5) all Overdraft Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers Center as of the Effective Time (the “Coins and Currency”); and; (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking CentersCenter; and (8) all night depository contracts. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name “Planters Bank”, “Second Bank & Trust,” Planters Bank & Trust Company,” “StellarOne Corporation,” “StellarOne Bank,” “StellarOne,” and “Planters Bank & Trust Company of Virginia,” any variant thereof, and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (together, the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Notwithstanding the foregoing provisions, Purchaser and customers of the Banking Center may continue to use night deposit bags containing such trademarks, trade names and logos, and any keys thereto, until Purchaser replaces them, which replacement Purchaser shall effect as promptly as practicable after the Effective Time. Except as otherwise expressly provided herein, Seller shall remove the Excluded Assets at its own cost, and shall make any repairs necessitated by removing the Excluded Assets.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject to Section 1.10, all real estate and improvements thereon upon which owned by Seller at the Banking Centers are operated(the “Real Property”), together with all rights and appurtenances pertaining thereto; (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center and used in conducting the Seller’s business at the Banking Centers as of the Effective Time Center (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (5) all Loans transferred pursuant to Section 1.4; (6) all Coins and Currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name “Planters First Virginia Bank”, ,” “Planters Bank & Trust CompanyFirst Virginia Bank-Southwest,” “First Virginia Bank-Colonial,” and “Planters Bank & Trust Company of VirginiaFirst Virginia Bank-Blue Ridge,” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any reasonable repairs (i) necessitated by removing the Excluded Assets or (ii) required pursuant to the terms of the Real Property Leases, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject to Section 1.10, all real estate and improvements thereon upon which owned by Seller at the Banking Centers are operated(the "Real Property"), together with all rights and appurtenances pertaining thereto; (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center and used in conducting the Seller's business at the Banking Centers as of the Effective Time Center (the “"Personal Property”"); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “"Assignable Contracts”") all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and; (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers; (8) all overdrafts associated with the Deposit Liabilities assumed by Purchaser; and (9) Seller's rights in and to the use of the current telephone numbers of the Banking Centers. (b) Excluded from the All assets, properties and rights being transferredof Seller not expressly included in Section 1.1(a) are excluded from the transactions contemplated by this Agreement, conveyed and assigned to Purchaser under this Agreement are including, without limitation, the following items (the "Excluded Assets"): (1) the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time.1.1

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below: (1) subject to Section 1.101.10 hereof, all transferable right, title and interest of Seller in and to all real estate estate, fixtures and improvements thereon upon which at the Banking Centers are operatedCenter (the "Real Property"), together with all rights and appurtenances pertaining thereto; (2) except as provided in section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at each Banking Center and used in conducting on or affixed to the business at the Banking Centers as of the Effective Time Real Property (the “"Personal Property”"); (3) all leases affecting the Banking CentersCenter, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers Center (the “"Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans loans transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers Center as of the Effective Time (the “"Coins and Currency”"). (7) all maintenance, service, operating and other contracts or agreements relating to the operation of the Banking Center (to the extent that such contracts or agreements by their terms or under applicable law are assignable to Purchaser); and (7) 8) except as otherwise provided herein, all merchant services accounts associated with Deposit Liabilities (as defined business of the Banking Center related to the transferred assets referred to in Section 1.3(a)1.1(a) located at and the Banking Centersgoodwill associated therewith. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, debit and credit card merchant -------------- services agreements related to customers of the Banking Center, assets related to Seller’s 's group banking program, Seller's rights in and to the name “Planters Bank”"NationsBank, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” N. A. and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any repairs necessitated by avoidable material damage to the Real Property or Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Center premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the "Effective Time Time" (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller Sellers will sell, assign, transfer, convey convey, and deliver to PurchaserPurchasers or, solely with respect to paragraph 2.1(a)(6) below, Purchasers' assignees, and Purchaser Purchasers will purchase from SellerSellers, all of the transferable rightsSellers' right, title title, and interest of Seller in and to the following assets associated with located at or attributed to the Banking Centers and identified in this Agreement and the Exhibits heretoCenters, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bparagraph 2.1(b) below:below (collectively, the "Transferred Assets"): (1) subject all of Sellers' transferable right, title, and interest in and to Section 1.10, all real estate and improvements thereon upon which located at the Banking Centers are operatedCenters, but not including any leasehold estates covered by item (3) below, together with all assignable rights and appurtenances pertaining theretothereto (the "Real Property"); (2) the furniture, fixtures, leasehold improvements, equipment equipment, and other tangible personal property located on or affixed to the Real Property or located at each the leased Banking Center and used in conducting the business location, including, any of such items on order at the Banking Centers as Closing or subject to the terms of any Equipment Leases (collectively, the Effective Time (the “"Personal Property”"); (3) all assignable leases affecting the Banking Centers, including all leases the lease of real property where Sellers are the lessee associated with the Martinsburg Main Banking Center (the “"Real Property Leases”) as listed on Exhibit 1.1(a)(3Lease"), and all equipment assignable leases for equipment located and the free standing ATM at Old Courthouse Square Shopping Center, Martinsburg, West Virginia (collectively, the Banking Centers "Equipment Leases"), and those assignable, stand-alone software licenses and leases acceptable to Purchasers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3"Software Licenses"); (4) all safe deposit contracts and leases for the safe deposit boxes (exclusive of contents) located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans transferred pursuant to Section 1.4; (6) all Coins and Currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection Section 1.1(b) below:below (the "Assets"): (1) subject to Section 1.10, all the real estate and improvements thereon upon which at the Banking Centers are operatedCenter as described in Schedule 1.1(a)(1) to this Agreement (the "Real Property"), together with all rights and appurtenances pertaining thereto; (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at each Banking Center and used in conducting on or affixed to the business at Real Property (collectively, the Banking Centers as of the Effective Time (the “"Personal Property”"); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all those certain equipment leases for equipment located at the Banking Centers Center listed on Schedule 1.1(a)(3) (the “"Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans as defined herein and transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers Center as of the Effective Time (the “"Coins and Currency”"); (7) all records of Seller pertaining to the Loans, all deposit accounts, and any other customer relationships transferred to Purchaser; (8) Seller's rights in and to the use of the current telephone number of the Banking Center ((000) 000-0000); and (79) Seller's rights under any and all merchant services accounts associated with Deposit Liabilities maintenance contracts and warranties and any other contractual rights pertaining to the Personal Property (as defined in Section 1.3(athe "Contracts")) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit Schedule 1.1(b) hereto, debit and credit card merchant services agreements related to customers of the Banking Center, Seller’s 's rights in and to the name “Planters "First Bank”", “Planters "First Savings Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” Xxxxx County, SSB" and any of Seller’s 's corporate logos, trademarks, trademarks and trade names, and signs, paper stock, forms and other supplies containing such name and any such logos, trademarks or trade namesnames (collectively, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Center's premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject to Section 1.10, all the leases (the “Real Property Leases”) as to the real estate property, and the improvements thereon upon which (the “Real Property”), at the Banking Centers are operatedCenters, together with all rights and appurtenances pertaining thereto; all of which leases are listed on Exhibit 1.1(a)(1); (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center and or used in conducting the Seller’s business at the each Banking Centers as of the Effective Time Center (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3);[OMITTED INTENTIONALLY] (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (5) all Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and; (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers; and (8) all night depository contracts. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name names “Planters Millennium Bank”, ,” “Planters Bank & Trust CompanyMillennium,” and “Planters Bank & Trust Company of Virginia,” any variant thereof, and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (together, the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Exhibits hereto, and not Facilities except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b2.1(b) below:below (the "Transferred Assets"): (1) subject to Section 1.102.10 hereof, all of Seller's transferable right, title and interest in and to all real estate and improvements thereon upon which at the Banking Centers are operatedFacilities, but not including any leasehold estates covered by sub-section (3) below, together with all rights and appurtenances pertaining theretothereto (the "Real Property"); (2) the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located on or affixed to the Real Property or located at each leased Banking Center and used in conducting the business Facilities locations, including any of such items on order at the Banking Centers as Closing but not including any of such items subject to the Effective Time terms of any Equipment Leases (the “"Personal Property”"); (3) all assignable leases affecting the Banking CentersFacilities, including all leases of real property (the “"Real Property Leases”) as listed on Exhibit 1.1(a)(3"), and all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"); , and all assignable operating contracts of the Banking Centers excluding any master contracts assignable, stand-alone software licenses and leases (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3"Software Licenses"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Facilities as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans transferred pursuant to Section 1.4;2.4; and (6) all Coins coins and Currency currency located at the Banking Centers Facilities as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (1) the assets listed on Exhibit 1.1(b2.l(b) hereto, (2) Seller’s 's rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” names "NationsBank" and “Planters Bank & Trust Company "Barnxxx" xxd any of Virginia,” their predecessor banks' names and any of NationsBank's or Seller’s 's predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgage loans at the Banking Facilities if Seller is a Barnxxx subsidiary, (4) licenses and trade names permits, (5) trust, brokerage, mutual fund and logos of third parties with whom Seller has contracted to provide services to its customers similar relationships and (6) proprietary NationsBank or Barnxxx software (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Facilities on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Exhibits heretoBranch Offices, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bsubsection (b) below:below (collectively, the "Transferred Assets"): (1) subject to Section 1.102.10 hereof, all of Seller's transferable right, title and interest in and to all real estate and improvements thereon upon which at the Banking Centers are operatedBranch Offices, but not including any leasehold estates covered by subsection (3) below, together with all rights and appurtenances pertaining theretothereto (as listed on Exhibit 2.1(a)(1), the "Real Property"); (2) the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located on or affixed to the Real Property or located at each Banking Center leased Branch Office locations (as listed on Exhibit 2.1(a)(2), and used subject to adjustment as a result of changes in conducting the ordinary course of business at the Banking Centers as of the Effective Time (Branch Offices, the “"Personal Property”"); (3) all assignable leases affecting the Banking CentersBranch Offices, including (i) all leases of real property (the “and space in Real Property Leases”) where Seller is the lessee (as listed on Exhibit 1.1(a)(32.1(a)(3)(i), the "Real Property Leases"), (ii) any leases of real property and space in Real Property where Seller is a lessor (as listed on Exhibit 2.1(a)(3)(ii), the "Tenant Leases") and (iii) all equipment leases for equipment located at the Banking Centers Branch Offices (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are as listed on Exhibit 1.1(a)(32.1(a)(3)(iii), and subject to adjustment as a result of changes in the ordinary course of business of the Branch Offices, the "Equipment Leases"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branch Offices as of the Effective Time (as listed on Exhibit 2.1(a)(4), and subject to adjustment as a result of changes in the “ordinary course of business of the Branch Offices, the "Safe Deposit Contracts”"); (5) all Loans transferred pursuant to Section 1.4;2.4; and (6) all Coins coins and Currency currency located at the Banking Centers Branch Offices as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (i) the proprietary merchandising equipment and other assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time.2.1

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers Branches and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:(collectively, the "Acquired Assets"): (1) subject to Section 1.10, all the leased real estate and improvements thereon upon which at the Banking Centers are operated, together with all rights and appurtenances pertaining theretoBranches ("Leased Property"); (2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, security deposits, equipment and other tangible personal property owned by Seller and located at each Banking Center the Branches and used in conducting the Seller's business at the Banking Centers as of the Effective Time Branches (the “"Personal Property”"); (3) all personal property leases affecting the Banking CentersBranches, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers Branches (the “"Equipment Leases”"); and all assignable operating contracts of the Banking Centers Branches excluding any master contracts (the “"Assignable Contracts”") all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branches as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans transferred pursuant to Section 1.4;; and (6) all Coins and Currency located at the Banking Centers Branches as of the Effective Time, including all xxxxx cash, vault cash, drawer cash, automated teller machine cash and any other cash maintained at the Branches as of the Effective Time, subject to audit verification conducted by a representative of each party as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s 's rights in and to the name “Planters Bank”, “Planters Bank & names "Manufacturers and Traders Trust Company” and “Planters Bank & Trust Company of Virginia,” " "M&T Bank" (including in each case any derivation thereof) and any of Seller’s 's or Partners Trust Bank's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, telephone systems, alarm systems, software, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Branches on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, using commercially reasonable care and, Seller shall be under no obligation to restore the Branches' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b1.1 (b) below: (1) subject to Section 1.101.10 hereof, all right, title and interest of Seller in and to all real estate and improvements thereon upon which at the Banking Centers are operatedCenter, as more particularly described on Exhibit 1.1(a)(1) (the "Real Property"), together with all rights and appurtenances pertaining thereto; (2) except as provided in Section 1. l(b), all right, title and interest of Seller in the furniture, fixtures, leasehold improvements, equipment equipment, permits, licenses, warranties, certificates and other tangible personal property located at each Banking Center and used in conducting on or affixed to the Real Property or related to the business at the Banking Centers as of the Effective Time Center (the “"Personal Property”"); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “"Safe Deposit Contracts”"); (4) all loans transferred pursuant to Section 1.4; and (5) all Loans transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers Center as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, which list may be amended by the -------------- mutual agreement of Seller and Purchaser, debit and credit card merchant services agreements related to customers of the Banking Center, Seller’s 's rights in and to the name “Planters Bank”, “Planters "Security Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,” Albany" and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and shall repair any damage to the Real Property and Personal Property caused by the removal of the Excluded Assets.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) below:): (1) subject fee simple title to Section 1.10, all real estate and improvements thereon upon which the at those Banking Centers are operated, together with all rights described as Preston Corners and appurtenances pertaining theretoPlymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each the Banking Center Centers and used in conducting the Seller’s business at the Banking Centers as of the Effective Time (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Exhibit 1.1(a)(3Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); , and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, ); Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3Schedule 1.1(a)(5); (46) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (57) all Loans transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (7) 8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit Schedule 1.1(b) hereto, Seller’s rights in and to the name names “Planters Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank”,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Planters Bank & Trust CompanyGateway Investment Services, Inc.,” and “Planters Bank & Trust Company of VirginiaGateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interest of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Exhibits hereto, and not Facilities except as 6 otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b2.1(b) below:below (the "Transferred Assets"): (1) subject to Section 1.102.10 hereof, all of Seller's transferable right, title and interest in and to all real estate and improvements thereon upon which at the Banking Centers are operatedFacilities, but not including any leasehold estates covered by sub-section (3) below, together with all rights and appurtenances pertaining theretothereto (the "Real Property"); (2) the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located on or affixed to the Real Property or located at each leased Banking Center and used in conducting the business Facilities locations, including any of such items on order at the Banking Centers as Closing but not including any of such items subject to the Effective Time terms of any Equipment Leases (the “"Personal Property”"); (3) all assignable leases affecting the Banking CentersFacilities, including all leases of real property (the “"Real Property Leases”) as listed on Exhibit 1.1(a)(3"), and all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"); , and all assignable operating contracts of the Banking Centers excluding any master contracts assignable, stand-alone software licenses and leases (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3"Software Licenses"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Facilities as of the Effective Time (the “"Safe Deposit Contracts”"); (5) all Loans transferred pursuant to Section 1.4;2.4; and (6) all Coins coins and Currency currency located at the Banking Centers Facilities as of the Effective Time (the “"Coins and Currency”"); and (7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (1) the assets listed on Exhibit 1.1(b2.1(b) hereto, (2) Seller’s 's rights in and to the name “Planters Bank”, “Planters Bank & Trust Company” names "NationsBank" and “Planters Bank & Trust Company "Barnxxx" xxd any of Virginia,” their predecessor banks' names and any of NationsBank's or Seller’s 's predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgage loans at the Banking Facilities if Seller is a Barnxxx subsidiary, (4) licenses and trade names permits, (5) trust, brokerage, mutual fund and logos of third parties with whom Seller has contracted to provide services to its customers similar relationships and (6) proprietary NationsBank or Barnxxx software (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Facilities on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the “Effective Time Time” (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller Sellers will sell, assign, transfer, convey convey, and deliver to Purchaser, Purchaser and Purchaser will purchase from SellerSellers, all of the transferable rightsSellers’ right, title title, and interest of Seller in and to the following assets associated with located at or attributed to the Banking Centers and identified in this Agreement and the Exhibits heretoBank Branch, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bparagraph 2.1(b) below:below (collectively, the “Transferred Assets”): (1) subject to Section 1.10, all real estate and improvements thereon upon which the Banking Centers are operated, together with all rights and appurtenances pertaining thereto; (2) the furniture, fixtures, leasehold improvements, equipment equipment, and other tangible personal property located at each Banking Center and used in conducting on or affixed to the business leased Bank Branch location, including, any of such items on order at the Banking Centers as Closing or subject to the terms of the Effective Time any Equipment Leases (collectively, the “Personal Property”); (32) all leases the assignable lease affecting the Banking CentersBank Branch, including all leases the lease of real property (the “Real Property LeasesLease”) as listed on Exhibit 1.1(a)(3), and all equipment assignable leases for equipment located at the Banking Centers (collectively, the “Equipment Leases”); , and all assignable operating contracts of the Banking Centers excluding any master contracts those assignable, stand-alone software licenses and leases acceptable to Purchaser (the “Assignable ContractsSoftware Licenses”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (43) all safe deposit contracts and leases for the safe deposit boxes (exclusive of contents) located at the Banking Centers Bank Branch as of the Effective Time (the “Safe Deposit Contracts”); (54) all Loans transferred pursuant to Section 1.4; (6) all Coins coins and Currency currency located at the Banking Centers Bank Branch as of the Effective Time (the “Coins and Currency”); and (75) all merchant services accounts associated with Deposit Liabilities assignable operating contracts of the Bank Branch listed on Exhibit 2.1(a) (as defined in Section 1.3(athe “Operating Contracts”)) located at the Banking Centers. (b) Excluded The following items shall be excluded from the Transferred Assets (collectively, the “Excluded Assets”): (1) the proprietary merchandising equipment and other assets, properties including without limitation, the teller system, the phone system and rights being transferredthe control panel for the security systems, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b2.1(b)(1) hereto, Seller’s ; (2) Sellers’ rights in and to the name names “Planters Bank”, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Virginia,Unizan” and any of Seller’s their predecessor banks’ names and any of Sellers’ or Sellers’ predecessors’ corporate logos, trademarks, trade names, signs, paper stockstock forms, forms and other supplies containing any such logos, trademarks trademarks, or trade names; (3) any regulatory licenses or any other nonassignable licenses and permits; (4) proprietary Sellers’ software; (5) Sellers’ line of business which deals in merchant services for credit and debit card processing; (6) Sellers’ credit card program with MBNA American Bank, N.A., and trade names all rights, duties, obligations and logos relationships arising in connection herewith; (7) all loans including, but not limited to, mortgage loans, consumer loans and commercial loans, secured or unsecured and credit cards; and, (8) all contracts or agreements which create, modify, or govern Unizan Bank’s fiduciary and non-fiduciary trust, custody, (excluding individual retirement account custodial agreements), estate administration, and guardian administration accounts and any rights of third parties Unizan Bank to the physical assets of such accounts or to hold the physical assets of such accounts in accordance with whom Seller has contracted to provide services to its customers (the “Excluded Assets”)relevant trust agreement. Seller Sellers shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Bank Branch on or prior to the Effective Time. Sellers shall remove the Excluded Assets at their own cost and using their reasonable efforts to attempt to minimize any damage as a result of such removal. Apart from making any repairs necessitated by Sellers’ negligence in removing the Excluded Assets, Sellers shall be under no obligation to restore the premises to their original condition, which shall be the responsibility of Purchaser.