Sample Agreement — Purchase and Assumption
(This sample agreement may not be entirely applicable to transactions involving interim
national banks or to partial purchase and assumption transactions.)
Agreement to Purchase the Assets and
Assume the Liabilities
Made and entered into this day of , 20__ , by and between
_________, a (national) banking association organized and existing under the laws of the
United States, having its principal office and place of business in the city of ,
state of , (hereinafter called ”seller”), and , a
national banking association organized and existing under the laws of the United States,
having its principal office and place of business in the city of , state of ,
(hereinafter called ”purchaser”).
WHEREAS, seller intends to cease the transaction of the business for which it was
organized and thereafter proceed with the voluntary liquidation of its assets, and
WHEREAS, upon obtaining the requisite approval to this contemplated action by the
shareholders of seller, seller will dispose of all of its assets and will provide for the
payment of all of its outstanding obligations and liabilities and will distribute the
overplus to its shareholders; and
WHEREAS, purchaser is willing to enter into an agreement with seller to assume and
agree to pay and discharge the deposit and all of the other obligations and liabilities of
seller (other than its liability to its shareholders as such) and to purchase all of the assets
of the seller for a price which will give to each shareholder of seller $ for
each share held.
FIRST: On the closing date, purchaser assumes, and agrees to pay discharge as and when
due and payable, the deposits and all other liabilities and obligations of seller as such
liabilities and obligations may exist (other than its liability to its shareholders as such).
SECOND: On the closing date, seller agrees to sell and transfer and purchaser agrees to
purchase, all of the assets of seller of every kind and nature whatsoever, real, personal or
mixed, tangible or intangible, for a total price equal to the amount of the deposit and
other liabilities and obligations of seller assumed by purchaser, plus $ .
The purchase price to be paid by purchaser for the respective assets shall be determined
in the manner set forth in Exhibit A, attached, and made part of this agreement.
THIRD: On the closing date, purchaser will pay the purchase price of the assets of seller
to be purchased by it by offsetting against such purchase price the total amount of deposit
and other obligations and liabilities of seller assumed by it, and by paying the balance of
$ in cash or by cashier’s check of purchaser.
FOURTH: On the closing date the seller will:
1. Deliver to purchaser the assets purchased as shall be capable of physical delivery.
2. Execute, acknowledge and deliver to purchaser all such endorsements, assignments,
bills of sale, deeds and other instruments of conveyance, assignment and transfer as shall