PURCHASE AND ASSUMPTION AGREEMENT dated as of July 13, 2011 by and among LEGACY BANKS, NBT BANK, NA, and BERKSHIRE HILLS BANCORP, INC., solely with respect to Section 7.10Purchase and Assumption Agreement • July 13th, 2011 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts
Page ARTICLE 1 CERTAIN DEFINITIONS 1.1 Certain Definitions 1 1.2 Accounting Terms 10 1.3 Interpretation 10 ARTICLE 2 THE P&A TRANSACTION 2.1 Purchase and Sale of Assets 10 2.2 Assumption of Liabilities 2.3 Purchase Price 13 2.4 Assumption of IRA and Keogh Account Deposits 13 2.5 Sale and Transfer of Servicing 14 ARTICLE 3 CLOSING PROCEDURES; ADJUSTMENTS 3.1 Closing 14 3.2 Payment at Closing 14 3.3 Adjustment of Purchase Price 14 3.4 Proration; Other Closing Date Adjustments 15 3.5 Seller Deliveries 15 3.6 Purchaser Deliveries 16 3.7 Delivery of the Loan Documents 17 3.8 Collateral Assignments and Filing 17 3.9 Owned Real Property Filings 17 3.10 Allocation of Purchase Price 17 ARTICLE 4 TRANSITIONAL MATTERS 4.1 Transitional Arrangements 18 4.2 Customers 19 4.3 Direct Deposits 20 4.4 Direct Debits 21 4.5 Escheat Deposits 21 4.6 Access to Records 21 4.7 Interest Reporting and Withholding 21 4.8 Negotiable Instruments 22 4.9 ATM/Debit Cards; POS Cards 22
