EXHIBIT "D"
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of , 1997, by and between
River Bank America, a New York chartered savings bank ("Assignor"), and River
Asset Sub, Inc., a Delaware corporation ("Assignee").
1. For value received, Assignor hereby grants, transfers, conveys, assigns
and delivers to Assignee all of Assignor's right, title and interest in
and to all of Assignor's assets (the "Assets"), other than an amount in
cash, estimated to be no more than $_________, sufficient for Assignor
to pay the costs of continuing regulation and liquidation, to resolve
any claims made against Assignor during the notice period to creditors
and to abide by the statutory requirement under the New York State
Banking Law that Assignor remain solvent until its final dissolution,
to have and to hold the same unto Assignee, its successors and assigns
forever.
2. In consideration of the assignment of the Assets by Assignor to
Assignee, Assignee hereby assumes and agrees to pay, perform and
discharge when due all liabilities and obligations of Assignor of any
kind or nature, known or unknown, whether absolute, contingent, accrued
or otherwise, and whether arising before or after the date hereof,
without limitation.
3. Each of the parties hereto understands and agrees that no party hereto
or in any other agreement or document contemplated by this Assignment
and Assumption Agreement or otherwise is making any representation or
warranty whatsoever with respect to the Assets, including, without
limitation, as to title, value or legal sufficiency. It is also agreed
and understood that all assets either transferred to or retained by the
parties, as the case may be, shall be "as is, where is" and that the
party to which such assets are to be transferred hereunder shall bear
the economic and legal risk that any conveyance of such assets shall
prove to be insufficient or that such party's title to any such assets
shall be other than good and marketable and free from encumbrances.
4. Assignee shall indemnify, defend and hold harmless Assignor, its
affiliates, subsidiaries, directors, officers and employees from and
against any and all losses, liabilities, claims, suits, proceedings,
demands, judgments, damages, expenses and costs, including reasonable
attorneys' fees and costs of defense, which Assignor or its affiliates,
subsidiaries, directors, officers or employees may suffer or incur by
reason of the liabilities of Assignor expressly assumed pursuant to
paragraph 2 hereof and any other liability relating to the Assets or
the business of Assignor.
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5. From time to time, each of the parties hereto shall, if requested by
any other party hereto, make, execute and deliver to such requesting
party any such additional deeds, assignments, bills of sale and other
instruments, documents, certificates and agreements as may be
reasonably necessary or appropriate to consummate the transactions
contemplated hereby.
IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument
to be duly executed as of the ____ day of , 1997.
RIVER BANK AMERICA
By:
Name:
Title:
RIVER ASSET SUB, INC.
By:
Name:
Title:
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