Purchase and Assumption Agreement Sample Contracts

ALL DEPOSITS
Purchase and Assumption Agreement • March 8th, 2021

THIS AGREEMENT, made and entered into as of the 16th day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of INNOVATIVE BANK, OAKLAND, CALIFORNIA (the "Receiver"), CENTER BANK,

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK
Purchase and Assumption Agreement • May 5th, 2020 • New York
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EXHIBIT 2.1 PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • January 15th, 2010 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
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INSURED DEPOSIT][ALL DEPOSIT]
Purchase and Assumption Agreement • April 8th, 2011
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PURCHASE AND ASSUMPTION AGREEMENT dated as of March 4, 2024 Between BERKSHIRE BANK And PATHFINDER BANK
Purchase and Assumption Agreement • March 4th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks • New York

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of March 4, 2024 (this “Agreement”), between Berkshire Bank, a trust company organized under the laws of the Commonwealth of Massachusetts, with its principal office located in Pittsfield, Massachusetts (“Seller”), and Pathfinder Bank, a commercial bank organized under the laws of the State of New York, with its principal office located in Oswego, New York (“Purchaser”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE BUCKHEAD COMMUNITY BANK, ATLANTA, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and STATE BANK AND TRUST COMPANY DATED AS OF...
Purchase and Assumption Agreement • March 4th, 2011 • State Bank Financial Corp • State commercial banks • New York

THIS AGREEMENT, made and entered into as of the 4th day of December, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE BUCKHEAD COMMUNITY BANK, ATLANTA, GEORGIA (the “Receiver”), STATE BANK AND TRUST COMPANY, organized under the laws of the State of Georgia and having its principal place of business in MACON, GEORGIA (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF THE SOUTH, SPARTANBURG, SOUTH CAROLINA, FEDERAL DEPOSIT INSURANCE CORPORATION AND NAFH NATIONAL BANK DATED AS OF...
Purchase and Assumption Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules to the Purchase and Assumption Agreement, dated July 16, 2010, by and among the Federal Deposit Insurance Corporation, Receiver Of First National Bank of the South, Spartanburg, South Carolina, NAFH National Bank and the Federal Deposit Insurance Corporation have not been provided herein:

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF AMERICAN NATIONAL BANK, PARMA, OHIO, FEDERAL DEPOSIT INSURANCE CORPORATION, AND THE NATIONAL BANK AND TRUST COMPANY DATED AS OF MARCH...
Purchase and Assumption Agreement • March 23rd, 2010 • Nb&t Financial Group Inc • Commercial banks, nec • New York

THIS AGREEMENT, made and entered into as of the 19th day of March, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of AMERICAN NATIONAL BANK, PARMA, OHIO (the “Receiver”), THE NATIONAL BANK AND TRUST COMPANY, organized under the laws of the United States of America, and having its principal place of business in WILMINGTON, OHIO (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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ALL DEPOSITS
Purchase and Assumption Agreement • October 22nd, 2020

THIS AGREEMENT, made and entered into as of the 16th day of October, 2020, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FIRST CITY BANK OF FLORIDA, FORT WALTON BEACH, FL (the “Receiver”), UNITED

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • November 14th, 2018 • Atlantic Capital Bancshares, Inc. • State commercial banks • Tennessee

THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2018 is between FIRSTBANK, a Tennessee chartered banking corporation (“Purchaser”) and ATLANTIC CAPITAL BANK, N.A., a national banking association (“Seller”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NORTH WEST BANK AND TRUST, ACWORTH, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and STATE BANK AND TRUST COMPANY DATED AS OF July 30, 2010
Purchase and Assumption Agreement • March 4th, 2011 • State Bank Financial Corp • State commercial banks

THIS AGREEMENT, made and entered into as of the 30th day of July, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of NORTH WEST BANK AND TRUST (the “Receiver”), STATE BANK AND TRUST COMPANY, organized under the laws of the state of Georgia, and having its principal place of business in MACON, GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY NATIONAL BANK AT BARTOW, BARTOW, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and CENTERSTATE BANK OF FLORIDA, N.A., WINTER...
Purchase and Assumption Agreement • August 26th, 2010 • CenterState Banks, Inc. • National commercial banks

THIS AGREEMENT, made and entered into as of the 20th day of August, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COMMUNITY NATIONAL BANK AT BARTOW, BARTOW, FLORIDA (the “Receiver”), CENTERSTATE BANK OF FLORIDA, N.A., organized under the laws of the United States of America, and having its principal place of business in Winter Haven, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF FLORIDA — TAMPA BAY, TAMPA, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and EVERBANK DATED AS OF MAY 28, 2010
Purchase and Assumption Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered

THIS AGREEMENT, made and entered into as of the 28th day of May, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF FLORIDA — TAMPA BAY, TAMPA, FLORIDA (the “Receiver”), EVERBANK, organized under the laws of the United States of America, and having its principal place of business in JACKSONVILLE, FLORIDA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • December 16th, 2013
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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK
Purchase and Assumption Agreement • November 9th, 2023

THIS AGREEMENT, effective as of July 28, 2023, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of HEARTLAND TRI-STATE BANK, ELKHART, KANSAS (the “Receiver”), DREAM FIRST BANK, NATIONAL

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF TIFTON BANKING COMPANY, TIFTON, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and AMERIS BANK DATED AS OF NOVEMBER 12, 2010
Purchase and Assumption Agreement • November 18th, 2010 • Ameris Bancorp • State commercial banks

THIS AGREEMENT, made and entered into as of the 12th day of November, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of TIFTON BANKING COMPANY, TIFTON, GEORGIA (the “Receiver”), AMERIS BANK, organized under the laws of the State of Georgia, and having its principal place of business in MOULTRIE, GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK‌
Purchase and Assumption Agreement • April 2nd, 2020

THIS AGREEMENT, made and entered into as of the 3rd day of April, 2020, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE FIRST STATE BANK, BARBOURSVILLE, WEST VIRGINIA (the “Receiver”), MVB

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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 7.10
Purchase and Assumption Agreement • July 13th, 2011 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 13, 2011 (this “Agreement”), by and among Legacy Banks (“Seller”), NBT Bank, NA (“Purchaser”), and Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), solely with respect to Section 7.10.

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FRONTIER BANK, EVERETT, WASHINGTON FEDERAL DEPOSIT INSURANCE CORPORATION and UNION BANK, N.A. DATED AS OF APRIL 30, 2010
Purchase and Assumption Agreement • May 6th, 2010 • Unionbancal Corp • National commercial banks

THIS AGREEMENT, made and entered into as of the 30th day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FRONTIER BANK, EVERETT, WASHINGTON (the “Receiver”), UNION BANK, N.A., organized under the laws of the United States of America, and having its principal place of business in SAN FRANCISCO, CALIFORNIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CORTEZ COMMUNITY BANK, BROOKSVILLE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION MIAMI,...
Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT, made and entered into as of the 29th day of APRIL 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CORTEZ COMMUNITY BANK, BROOKSVILLE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in MIAMI, FLORIDA (the "Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • January 27th, 2014 • Washington Federal Inc • Savings institution, federally chartered

This Seller Disclosure Schedule has been prepared and delivered in connection with the Purchase and Assumption Agreement, dated as of January 23, 2014 (the “Agreement”), between Bank of America, National Association (“Seller”) and Washington Federal (“Purchaser”). Capitalized terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein. The headings contained in this Seller Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the Agreement or the information contained in this Seller Disclosure Schedule.

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PENINSULA BANK, ENGLEWOOD, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A. DATED AS OF JUNE 25, 2010
Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT, made and entered into as of the 25th day of June, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of Peninsula Bank, Englewood, Florida (the “Receiver”), Premier American Bank, N.A., organized under the laws of the United States of America, and having its principal place of business in Miami, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • February 25th, 2010 • Heritage Financial Group • Savings institution, federally chartered • Georgia

This Purchase and Assumption Agreement (this “Agreement”) is made and entered into this 23 day of February, 2010, by and between HeritageBank of the South, a Georgia-chartered savings bank (“Purchaser”), and The Park Avenue Bank, a Georgia-chartered commercial bank (“Seller”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WESTBRIDGE BANK & TRUST COMPANY, CHESTERFIELD, MISSOURI FEDERAL DEPOSIT INSURANCE CORPORATION and MIDLAND STATES BANK, EFFINGHAM,...
Purchase and Assumption Agreement • May 13th, 2011 • Midland States Bancorp, Inc.

THIS AGREEMENT, made and entered into as of the 15th day of October, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WESTBRIDGE BANK & TRUST COMPANY, CHESTERFIELD, MO (the "Receiver"), MIDLAND STATES BANK, organized under the laws of the state of Illinois, and having its principal place of business in Effingham, Illinois (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").

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Purchase and Assumption Agreement by and among Global Federal Credit Union, First Financial Northwest Bank, AND First Financial Northwest, Inc. (Solely for Purposes of the Sections Identified Herein) January 10, 2024
Purchase and Assumption Agreement • January 11th, 2024 • First Financial Northwest, Inc. • State commercial banks • Washington
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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST REGIONAL BANK, LOS ANGELES, CA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST-CITIZENS BANK & TRUST COMPANY RALEIGH, NORTH...
Purchase and Assumption Agreement • June 9th, 2010 • First Citizens Bancshares Inc /De/ • State commercial banks • New York

THIS AGREEMENT, made and entered into as of the 29th day of January, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FIRST REGIONAL BANK (the “Receiver”), FIRST-CITIZENS BANK & TRUST COMPANY, organized under the laws of the state of North Carolina, and having its principal place of business in Raleigh, North Carolina (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT dated as of April 22, 2021 between MVB BANK, INC. and SUMMIT COMMUNITY BANK, INC.
Purchase and Assumption Agreement • April 23rd, 2021 • MVB Financial Corp • State commercial banks • West Virginia

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of April 22, 2021 (this “Agreement”), is by and between MVB Bank, Inc., a West Virginia banking corporation (“Seller”), and Summit Community Bank, Inc., a West Virginia banking corporation (“Purchaser”).

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • May 3rd, 2017 • Hancock Holding Co • State commercial banks

THIS AGREEMENT, made and entered into as of the 28th day of April, 2017, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FIRST NBC BANK, NEW ORLEANS, LA (the “Receiver”), WHITNEY BANK, organized under the laws of the State of Mississippi, and having its principal place of business in GULFPORT, MS (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT Dated as of August 13, 2019 By and Among ILLINOIS BANK & TRUST, ROCKFORD BANK AND TRUST COMPANY and QCR HOLDINGS, INC. (SOLELY FOR THE PURPOSES OF THE SECTION IDENTIFIED HEREIN)
Purchase and Assumption Agreement • November 6th, 2019 • Heartland Financial Usa Inc • State commercial banks • Illinois

This PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of August 13, 2019, by and among ILLINOIS BANK & TRUST, a state bank organized under the laws of the State of Illinois (“Purchaser”), QCR HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Parent”), and ROCKFORD BANK AND TRUST COMPANY, a state bank organized under the laws of the State of Illinois (“Seller”). Parent is only a signatory to the Agreement for purposes of providing the covenants and agreements set forth in Section 5.5, Section 5.6, Section 8.13(e) and Section 8.18.

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Contract
Purchase and Assumption Agreement • May 5th, 2020 • Delaware

EX-99.1 2 exhibit991purchaseagreemen.htm EXHIBIT 99.1 EXECUTION VERSION PURCHASE AND ASSUMPTION AGREEMENT by and between NATIONWIDE BANK, as Seller, and BOFI FEDERAL BANK, as Purchaser Dated as of August 2, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1

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PURCHASE AND ASSUMPTION AGREEMENT by and among FIRST NIAGARA BANK, NATIONAL ASSOCIATION and FIVE STAR BANK JANUARY 19, 2012
Purchase and Assumption Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 19, 2012, is between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Seller”), and Five Star Bank, a New York State chartered bank with its principal office in Warsaw, New York (“Purchaser”).

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PURCHASE AND ASSUMPTION AGREEMENT dated as of October 23, 2013 by and among CFG COMMUNITY BANK, CAPITAL FUNDING BANCORP, INC., MVB BANK, INC. and MVB FINANCIAL CORP.
Purchase and Assumption Agreement • July 31st, 2014 • MVB Financial Corp • Savings institution, federally chartered • New York

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of October 23, 2013 (this “Agreement”), by and among CFG COMMUNITY BANK, a state chartered bank, organized under the laws of the State of Maryland (“Seller”), CAPITAL FUNDING BANCORP, INC., Seller’s parent corporation (“Parent”), MVB BANK, INC., a state chartered bank organized under the laws of the State of West Virginia (the “Purchaser”), and MVB FINANCIAL CORP., a bank holding company, organized under the laws of the State of West Virginia (“Holdco”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SAN JOAQUIN BANK, BAKERSFIELD, CALIFORNIA FEDERAL DEPOSIT INSURANCE CORPORATION and CITIZENS BUSINESS BANK DATED AS OF OCTOBER 16, 2009
Purchase and Assumption Agreement • October 20th, 2009 • CVB Financial Corp • State commercial banks • New York

THIS AGREEMENT, made and entered into as of the 16th day of October, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of SAN JOAQUIN BANK, BAKERSFIELD, CALIFORNIA (the “Receiver”), CITIZENS BUSINESS BANK, organized under the laws of the state of California, and having its principal place of business in Ontario, California (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT between ONEWEST BANK, FSB (“Seller”) and GREEN BANK, N.A. (“Purchaser”)
Purchase and Assumption Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas

THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of July 21, 2010 between OneWest Bank, FSB (“Seller”), a federal savings bank, and Green Bank, N.A. (“Purchaser”), a national banking association.

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PURCHASE AND ASSUMPTION AGREEMENT BY AND AMONG RBS CITIZENS, NATIONAL ASSOCIATION, OLD NATIONAL BANK, AND OLD NATIONAL BANCORP November 24, 2008
Purchase and Assumption Agreement • November 25th, 2008 • Old National Bancorp /In/ • National commercial banks • Indiana

This Purchase and Assumption Agreement (“Agreement”) is made and entered into as of November 24, 2008 by and among RBS Citizens, National Association, a national banking association with its principal office at One Citizens Plaza, Providence, Rhode Island 02903 (“Seller”), Old National Bank, a national banking association with its principal office at 1 Main Street, Evansville, Indiana 44708 (“Purchaser”), and Old National Bancorp, an Indiana corporation with its principal office at 1 Main Street, Evansville, Indiana 47708 (“Parent”).

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