Sample Agreement Purchase and Assumption - Free Download | Page 2
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3. If requested by purchaser, assign and deliver by proper endorsement, any and all
insurance policies, whether fire, life, fidelity or otherwise, previously taken out by seller
for its own protection, so that purchaser, after the closing date, may be protected to the
satisfaction of its counsel.
4. Assign and deliver to purchaser all real estate leases in force and all leases and
agreements for its safe deposit boxes, which purchaser agrees to take over and perform.
5. Assign and deliver to purchaser all collateral security of any nature whatever held by
seller as collateral security for any indebtedness owing to seller.
6. Deliver books, records and accounts, including tax returns which become the property
of purchaser, but will be available at all times to the liquidating agents of sellers.
FIFTH: On and after the closing date seller agrees to give such further assurance and to
execute, acknowledge and deliver such bills of sale, deeds, acknowledgments and other
instruments of conveyance and transfer as in the judgment of purchaser shall be
necessary and appropriate to effectively vest in the purchaser the full legal and equitable
title of all assets of seller, free and clear of all liens and encumbrances.
SIXTH: Seller warrants, covenants and agrees that its condition as of the close of
business of the closing date will not change materially from its condition as of the date of
this agreement and that there are no actions, suits or proceedings pending, or to the
knowledge of seller threatened against or affecting seller that involve the likelihood of
any judgment of liability that may cause any materially adverse change in the business,
properties or assets of seller and that for all mortgages and loans and discounts the
amounts due and owing thereon as shown by the books of seller are correct.
SEVENTH: Purchaser agrees to pay for all expenses and costs in connection with the
carrying out of this agreement and the liquidation and dissolution of seller, provided,
however, that all such expenses and costs shall be approved by purchaser prior to their
being incurred by seller or by its liquidating committee.
EIGHTH: Seller agrees that immediately after the closing date it will proceed to
complete its liquidation by distributing its assets and thereupon dissolve.
NINTH: Seller agrees to enter into an agreement with the liquidating agent or agents, to
be elected by the shareholders provided that such liquidating agent or agents shall receive
no compensation for their services in liquidating the assets of the seller, distributing such
assets to the shareholders, and proceeding to dissolution.
TENTH: The closing date shall be the close of business of the day on which the seller
shall cease to do business preparatory to its liquidation and dissolution, such date to be
fixed by the shareholders of seller.
ELEVENTH: This agreement is subject to the approval of the Plan of Voluntary
Dissolution and Complete Liquidation of seller by a vote of two-thirds of its
stockholders, and is further subject to approval by the Comptroller of the Currency and
said Comptroller’s consent to the establishment and operation by the purchaser of a
branch bank at the present location of seller.
TWELFTH: Seller does constitute and appoint its attorney, and purchaser does constitute
and appoint its attorney, respectively, to acknowledge this agreement before any officer
authorized to take such acknowledgments.
THIRTEENTH: This agreement shall ensure to the benefit of the participating parties,
their successors and assigns.
