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PURCHASE AND ASSUMPTION AGREEMENT by and between The Bryan Mar Trust Company And First Bank of Delaware Dated as of April 27, 2012 × 1571450 v. 6 PURCHASE AND ASSUMPTION AGREEMENT TABLE OF CONTENTS

How to fill out purchase and assumption agreement

How to fill out a purchase and assumption agreement:

1. Start by reviewing the agreement: Read through the entire purchase and assumption agreement carefully to understand its terms, conditions, and obligations.
2. Gather necessary information: Collect all the relevant information required to complete the agreement. This may include details about the buyer, seller, purchase price, terms of the sale, and any specific conditions.
3. Fill in the buyer's information: Begin by entering the buyer's name, address, contact information, and any other necessary identification details.
4. Provide seller's details: Include the seller's name, address, and contact information. Ensure accuracy to avoid any potential disputes.
5. Define the purchase price and payment terms: Clearly state the agreed-upon purchase price and the payment terms, such as the payment schedule, down payment amount, and any contingencies.
6. Specify assumptions and liabilities: List any assumptions the buyer will take over from the seller, such as contracts, leases, permits, or licenses. Also, address any liabilities that the buyer will assume along with the purchase.
7. Include representations and warranties: Discuss the representations and warranties made by both the buyer and seller. These may concern the legality of the transaction, the condition of the assets being sold, or any other relevant aspects.
8. Outline indemnification provisions: Clarify the indemnification obligations of both parties in case of a breach of the agreement or any claims against the purchased assets.
9. Include dispute resolution provisions: Decide on the method of resolving disputes, such as mediation, arbitration, or litigation, and specify the jurisdiction or venue for legal proceedings if necessary.
10. Seek legal advice: It is highly recommended to consult with an attorney to ensure that the purchase and assumption agreement aligns with local laws and protects your interests.

Who needs a purchase and assumption agreement?

A purchase and assumption agreement is commonly used in various business and financial transactions. It may be required by:

1. Companies involved in mergers or acquisitions: When one company acquires another, a purchase and assumption agreement is often used to transfer assets, liabilities, and contractual obligations.
2. Banks or financial institutions: In situations where a bank purchases another bank, a purchase and assumption agreement helps facilitate the transfer of deposits, loans, and other financial assets.
3. Real estate transactions: When buying or selling a property, especially commercial properties with existing leases or contracts, a purchase and assumption agreement is necessary to transfer ownership and assume any obligations.
4. Government agencies: Governments may use purchase and assumption agreements when privatizing certain sectors, transferring assets, or assuming liabilities.

Regardless of the specific context, a purchase and assumption agreement acts as a legally binding document that governs the transfer of assets, liabilities, and other important terms between parties involved in a transaction.

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What is purchase and assumption agreement?

A purchase and assumption agreement is a legal contract that outlines the terms and conditions of the sale and acquisition of assets and liabilities of a financial institution by another entity.

Who is required to file purchase and assumption agreement?

Both the selling financial institution and the acquiring entity are required to file the purchase and assumption agreement.

How to fill out purchase and assumption agreement?

The purchase and assumption agreement should be filled out by including all relevant transaction details, terms and conditions, and signatures of authorized representatives from both parties.

What is the purpose of purchase and assumption agreement?

The purpose of a purchase and assumption agreement is to facilitate the smooth transfer of assets and liabilities from one financial institution to another, ensuring compliance with regulatory requirements.

What information must be reported on purchase and assumption agreement?

The purchase and assumption agreement must include details on the assets and liabilities being transferred, the purchase price, any warranties or representations, and other relevant terms of the transaction.