PURCHASE AND SALE AGREEMENT by and between KEYCORP, (solely with respect to Article XIV and Sections 7.2, 7.3, 7.5, 7.6, 7.8, 8.5 and 12.3) FIRST NIAGARA FINANCIAL GROUP, INC., FIRST NIAGARA BANK, NATIONAL ASSOCIATION, FIRST NIAGARA SECURITIES, INC....Purchase and Sale Agreement • April 28th, 2016 • Northwest Bancshares, Inc. • National commercial banks • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of April 27, 2016, is by and between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Seller”), First Niagara Financial Group, Inc., a Delaware corporation and the direct parent of Seller (“First Niagara”), First Niagara Securities, Inc. (“FNS”) (provided, that FNS is a party solely with respect to the Transferred Wealth Management Relationships, the Wealth Management Business or any Purchased Assets held by FNS or Assumed Liabilities transferred by FNS) and, solely for purposes of Article XIV and Sections 7.2, 7.3, 7.5, 7.6, 7.8, 8.5 and 12.3, KeyCorp, an Ohio Corporation (“Parent” and, collectively with Seller, First Niagara and FNS, the “Seller Parties”), and Northwest Bank, a Pennsylvania savings bank with its principal office in Warren, Pennsylvania (“Purchaser”).
