ACQUISITION AGREEMENT

EXHIBIT 10.51

ACQUISITION AGREEMENT

This Acquisition Agreement (the “ Agreement ”) is made and entered into as of the 4th day of August, 2005, by and between First National Bank, a national banking association headquartered in Hamilton, Alabama (the “ Purchaser ”), and Community Bank, an Alabama banking corporation headquartered in Blountsville, Alabama (the “ Seller ”).

WITNESSETH:

The Seller has offered for sale its branch office located at 15305 Highway 278 West, Double Springs, Alabama (the “ Branch ”) together with substantially all of the deposit and Loan business of such Branch.

The Purchaser has received summary information regarding the Branch and has offered to purchase substantially all of the assets and liabilities of the Branch on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINED TERMS

1.01 Definitions . The following terms used in this Agreement shall have the meanings specified below:

(a) “ Available Deposit Base ” means the daily average total balances, net of overdrafts, of the Deposits, as indicated by the general ledger books of account of the Branch for the approximately 30-day period beginning on the 15 ^th day prior to a mutually agreed upon public announcement of the acquisition of the Branch.

(b) “ Closing ” means the closing of the purchase of the assets and the assumption of the liabilities of the Branch as provided herein.

(c) “ Deposits ” means all deposits maintained at the Branch, exclusive of any accounts designated by mutual agreement of Seller and Purchaser on Exhibit 1.01(c) attached hereto as not expected to transfer to Purchaser.

(d) “ Lien ” means any conditional sale agreement, default of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge, or claim of any nature whatsoever of, on, or with respect to any property or property interest.

(e) “ Litigation ” means any action, arbitration, cause of action, lawsuit, claim, complaint, criminal prosecution, governmental or other examination or investigation, audit (other than regular audits of financial statements by outside auditors), compliance review, inspection, hearing, administrative or other proceeding relating to or affecting a party, its business, its records, its policies, its practices, its compliance with applicable law, its actions, its assets (including contracts and agreements related to it), or the transactions contemplated by this Agreement.

(f) “ Loan ” means each loan agreement, note or borrowing arrangement (including all collateral relating thereto) designated on Exhibit 1.01(f) .

ARTICLE II

SALE OF ASSETS

2.01 Assets Sold . On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, all of Seller’s right, title and interest in the following assets, properties and rights (the “ Purchased Assets ”) free and clear of all Liens:

(a) all Loans listed on Exhibit 1.01(f) at Closing at their respective then outstanding principal amounts, together with accrued interest thereon;

(b) all of the Seller’s rights and title to the real property and improvements set forth on Exhibit 8.03, whether owned or leased by the Seller, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder, to the extent assignable (“ Real Property ”);

(c) all cash on hand at the Branch at Closing;

(d) all furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturer’s warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the Branch (exclusive of those items referred to in Section 2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.04, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit 8.04) and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder (“ Furniture, Fixtures and Equipment ”);

(e) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on Loans or collateral transferred to the Purchaser with the Loans, and any payment received by Seller before the Closing prorated based on the term of the Loan, and after Closing with respect to such insurance;

(f) all pre-paid expenses with respect to the Branch; and

(g) all agreements, contracts, instruments, files (written or electronic), credit analysis and reports, ledgers, or other documents relating to any of the foregoing, including without limitation original executed copies of promissory notes, loan agreements and collateral documents for each Loan and employment records for Seller’s employees who become employees of Purchaser.

2.02 Value of Equipment and Additions . The Seller represents and warrants that the net book value of the Real Property and the Furniture, Fixtures and Equipment of the Branch on Seller’s books (excluding the items listed in Section 2.03 of this Agreement) is as set forth in Exhibits 8.03 and 8.04 as of the date of this Agreement and which exhibits shall be updated to Closing Date.

2.03 Assets Not Sold . The following are expressly excluded from the Purchased Assets:

(a) the Seller’s signs and logos, except that all sign poles and time and temperature signs will remain and become Purchaser’s property;

(b) the Seller’s proprietarily marked stationery, forms, labels, shipping material, brochures, advertising material and similar property; provided, however, it is the intention of the parties, that items not bearing proprietary marks and which are necessary or useful in operating the Branch not be removed; and

(c) any loan account not listed on Exhibit 1.01(f).

2.04 Purchase Price . As full consideration for the purchase of the Branch and the Purchased Assets, the Purchaser shall pay Seller a purchase price (the “ Purchase Price ”) equal to the sum of the following:

(a) fully depreciated net book value for the owned Real Property and owned Furniture, Fixtures and Equipment;

(b) a premium for the Deposits equal to 5.00% of the Available Deposit Base;

(c) the book value for the Loans;

(d) a premium for the Loans equal to 2.00% of the outstanding principal balance of the Loans as shown on the Seller’s books and records as of the Closing;

(e) the face amount of the cash on hand at the Branch at Closing; and

(f) with respect to all other Purchased Assets listed in Section 2.01, the aggregate sum of one dollar ($1.00).

2.05 Documents of Transfer . The sale, transfer, assignment and delivery of the Purchased Assets pursuant to this Article II shall be effected by general warranty deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance sufficient to convey all of Seller’s right, title and interest as agreed hereunder and satisfactory in form and substance to counsel for the Seller and the Purchaser, including, without limitation, the making of all filings and the recordation of all mortgages and other Loans in the respective county courthouses where the property covered by such mortgages and other Loans relate. At the Closing, the Seller will give the Purchaser possession and control of the Purchased Assets and assumed liabilities and will deliver to the Purchaser all keys, combinations, codes and other necessary access devices relating to the Branch, the Purchased Assets and the assumed liabilities. At Closing, the Seller will deliver to the Purchaser originals of the promissory notes, security agreements, and related agreements, documents and instruments or information relating to or evidencing all Loans purchased, to the extent these exist, and otherwise will deliver the best copies available.

2.06 Removal of Assets Not Sold . As soon as reasonably possible following the Closing, the Seller will remove all of its personal property referred to in Section 2.03 of this Agreement. The Seller shall remove all such signs, logos and equipment at its own cost and in a manner that will not damage the premises or improvements or unduly disturb operations.

2.07 Title to Real Property and Leases . The Seller shall provide the Purchaser with originals (or copies if originals are not available) of all deeds and leases with respect to the Branch’s real property and improvements, and all real estate records to the extent held by the Seller relating to the Branch.

2.08 Breaches with Third Parties . Nothing in this Agreement shall constitute an agreement to assign any claim, contract, license, lease, commitment, sales order or purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or would in any way affect the rights of the Seller thereunder so that Purchaser would not in fact receive all such rights. The Seller will cooperate with the Purchaser in any arrangement desired to provide Purchaser with the benefits under any such claims, contracts, licenses, leases, commitments, sales or purchase orders. Seller shall obtain at its sole cost and expense evidence satisfactory to the Purchaser of transfer or assignment to the Purchaser of any such property or property rights or any contract or agreement which shall require the consent or approval of any third party.

2.09 Payments and Information Received After Closing . The Seller agrees to forward promptly to the Purchaser:

(a) any payments (properly endorsed as necessary) which are received by the Seller on or after the Closing Date that relate in any way to the Loans being purchased by the Purchaser hereunder, together with sufficient information so that any such payments may be properly applied to the extent such information is available to the Seller; and

(b) any notices or other correspondence received on or after the Closing Date that relate in any way to the Loans purchased or to other Purchased Assets.

ARTICLE III

ASSUMPTION OF LIABILITIES

3.01 Liabilities Assumed . At the Closing, the Seller shall transfer to Purchaser and the Purchaser shall assume and agree to pay and discharge only those specific existing liabilities of the Branch described in Exhibit 3.01 hereto (the “ Assumed Liabilities ”). No assurance is given by the Seller that the Branch’s present deposit customers will become or continue to be customers of the Purchaser, the same being at the sole discretion of such customers. Escrow accounts relating to the Loans will be assumed by the Purchaser and there shall be an adjustment to the Purchase Price equal to the amount of escrowed funds.

3.02 Liabilities Not Assumed . Except for the Assumed Liabilities specifically assumed by the Purchaser under Section 3.01 above, the Purchaser is not assuming any other liabilities or obligations of the Seller, including, but not limited to the following:

(a) all liabilities and obligations of any nature arising from or connected with the Branch and its operations, including relating to circumstances or events arising or existing prior to the Closing, including, but not limited to, liabilities or obligations with respect to any Litigation or governmental proceedings arising, commencing or made known to Seller prior to Closing and related to the Branch, or which thereafter arise with respect to matters occurring prior to Closing;

(b) all liabilities and obligations of the Seller for fees, commissions, costs and expenses incurred by the Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, legal, consulting, accounting and appraisal fees and expenses; and

(c) all liabilities and obligations of Seller under any debt cancellation contracts or similar arrangements.

3.03 Documentation of Assumption . At Closing the Purchaser shall deliver to the Seller an undertaking, reasonably satisfactory in form and substance to counsel for the Seller, under which the Purchaser will assume and agree to perform, discharge and pay the obligations and liabilities assumed by the Purchaser pursuant to this Agreement. An acceptable form of such undertaking is attached as Exhibit 3.03 hereto and made a part hereof.

3.04 Assumption Subject to Certain Terms . The liabilities being assumed by the Purchaser pursuant to this Article shall be assumed subject to the terms and conditions of the contracts of deposit and other written agreements relating thereto and provided by Seller to Purchaser and the laws, rules and regulations applicable thereto.

3.05 Payment of Items by Seller After Closing . If, subsequent to the assumption of liabilities pursuant to this Article III, the Seller shall properly honor any valid check or withdrawal on a deposit assumed by Purchaser (“ Transferred Account ”), then in that event the Purchaser shall pay the Seller any monies so paid by the Seller to or for the benefit of such Transferred Account, if there are sufficient available collected funds in such Transferred Account to fully pay such check or item.

3.06 Payment of Items by Purchaser After Closing . The Purchaser agrees that after Closing it will pay in accordance with applicable law and customary banking practices all properly payable checks, drafts and withdrawal orders drawn by the parties to the Transferred Accounts if the available collected balance of each Transferred Account is sufficient to permit the payment thereof.

3.07 Transfer of Credits by Seller; Information Received After Closing .

(a) The Seller agrees to transfer to the Purchaser any deposits received by it after the Closing Date for credit to Transferred Accounts, however, the Seller shall be under no obligation after 120 days from the Closing Date to accept such deposits or for any claims resulting from such procedure.

(b) Any notices or correspondence received by the Seller on or after the Closing with respect to any liabilities assumed or Loans or assets purchased by the Purchaser hereunder will be sent promptly to the Purchaser.

3.08 Safe Deposit Boxes . The keys, contracts, signature cards and other material or equipment related to safe deposit boxes located in the Branch, together with such boxes which shall contain all contents thereof, shall be delivered by the Seller to the Purchaser at Closing. Safe deposit box rentals collected by the Seller prior to the Closing shall be prorated between the Seller and the Purchaser at Closing.

3.09 Seller Not Liable to Pay . In the event any deposit customer holding a Transferred Account shall demand payment from the Seller for all or any part of any deposit liabilities assumed by the Purchaser with respect to the Transferred Account, the Seller shall not be liable or responsible for making such payment. If Seller does make any such payment to a deposit customer relating to a Transferred Account, Purchaser shall promptly reimburse Seller for the amount thereof; provided, there are sufficient available collected funds in such Transferred Account to fully pay such reimbursement.

3.10 Purchaser Responsible for Returned Items . The Purchaser agrees to pay promptly to the Seller an amount equal to the amount of any checks, drafts or withdrawal orders credited to a Transferred Account as of the Closing Date and reflected in the Settlement Statement, but which are returned to the Seller after the Closing Date.

3.11 Final Statements . Seller will render a final statement to each depositor of a Transferred Account assumed under this Agreement as to transactions occurring through the Closing Date. Seller will be entitled to impose normal fees and service charges on a per item basis through Closing, but Seller will not impose periodic fees or blanket charges in connection with such final statements.

3.12 Automated Clearing House . The Purchaser, at its expense, will timely notify all Automated Clearing House (“ ACH ”) originators of the transfers and assumptions to be made pursuant to the Agreement as of the Closing Date, and the Seller will cooperate with the Purchaser and provide, at Seller’s expense, all tapes and data reasonably requested by Purchaser for such purpose. For a period of 120 days beginning on the Effective Time, Seller will honor all ACH items related to accounts assumed under this Agreement which are mistakenly routed or presented to Seller. Seller will make no charge to Purchaser for honoring such items, and will electronically transmit such ACH data to Purchaser. If Purchaser cannot receive an electronic transmission, Seller will make available to Purchaser at Seller’s operations center receiving items from the ACH tapes containing such ACH data. Items mistakenly routed or presented after the 120-day period will be returned to the presenting party.

3.13 Debit Card Transactions . After the Closing, Purchaser agrees to use its reasonable efforts to collect from Purchaser’s customers amounts equal to any debit card connected with a Transferred Account and any Visa or MasterCard chargebacks under the MasterCard and Visa Merchant Agreements between Seller and its customers or amounts equal to any deposit items on Transferred Accounts and that are returned to Seller after the Closing which were honored by Seller prior to the Closing and remit such amounts so collected to Seller. Purchaser agrees to immediately remit to Seller any funds held in the customer’s related Transferred Account when the Purchaser receives such notice from the Seller, up to the amount of the charged back or returned item that had been previously credited by Seller, if such funds are available in such customer account at the time of notification by Seller to Purchaser of the charged back or returned item. Notwithstanding the foregoing, Purchaser shall have no duty to remit funds for any item or charge that has been improperly returned or charged to Seller. Exhibit 3.13 contains a listing of all debit cards issued for Transferred Accounts.

ARTICLE IV

ASSUMPTION OF RISKS

4.01 Insurance Policies . Effective immediately following the Closing Date, the Seller will discontinue any casualty and public liability insurance coverage maintained with respect to the premises of the Branch. The Purchaser shall be solely responsible for all casualty losses and liability claims arising from the premises of the Branch after the time of Closing. Nothing in this Section 4.01 shall be construed or deemed to require the Purchaser to insure the furniture, fixtures or equipment of the Seller which may not be removed from the Branch at Closing, and the Seller shall solely bear all risk of loss to such property following Closing.

4.02 Safe Deposit Boxes . Immediately following the Closing Date, the Purchaser shall assume all risks arising after the Closing with respect to granting access to and protecting the contents of the safe deposit boxes located at the Branch.

4.03 Security of Persons and Property. Immediately following the Closing Date, the Seller will discontinue providing any security for persons and property provided by the Seller prior to Closing.

ARTICLE V

SETTLEMENT

5.01 Settlement . The amount of cash to be received or paid by Purchaser at Closing shall be calculated in accordance with the formula set forth in the Settlement Statement attached hereto as Exhibit 5.01 and incorporated herein by reference. The Purchased Assets to be transferred at Closing shall be valued as provided in Article II of this Agreement.

At least five (5) days prior to the Closing Date (the “ Settlement Date ”), the Seller shall deliver to the Purchaser a copy, certified by a duly authorized officer of the Seller, of such Settlement Statement, which sets forth the computation of the cash payable to or due from the Purchaser at Closing, and upon acceptance by the Purchaser, the Seller or the Purchaser, as the case may be, shall pay said amount to the other at Closing by wire transfer of immediately available funds.

5.02 Post-Closing Adjustments to Purchase Price . As soon as reasonably practicable, but within five (5) business days following the Closing Date, the Purchaser shall, based upon the general ledger and other books and records relating to the Branch, recalculate the amount of cash to be received or paid by the Purchaser as of the Closing Date using the Final Settlement Statement attached hereto as Exhibit 5.02 and incorporated herein by reference, and the amount of cash to be received or paid by the Purchaser shall be agreed upon by the Purchaser and Seller and shall be adjusted and paid, by the Seller or the Purchaser, as the case may be, as provided in such Exhibit 5.02 by wire transfer of immediately available funds.

5.03 Casualty and Other Losses Prior to Closing . If the buildings in which the Branch is located or any other Real Property, improvements or Furniture, Fixtures and Equipment with respect to the Branch or which are included in or are securing any Purchased Assets shall be damaged by fire or other casualty, whether insured or uninsured, and shall not be repaired or restored to its original condition prior to the Closing, Seller shall promptly assign and pay over to Purchaser any insurance proceeds with respect to such assets.

5.04 Pro Rata Adjustments of Expenses . All property taxes, rents and utility payments, salaries, and all other similar expenses and taxes itemized in a writing delivered by the Seller to Purchaser at least five (5) business days prior to the Closing Date relating to the ownership and operation of the Branch, and the Federal Deposit Insurance Corporation (“ FDIC ”) insurance premiums relating to Transferred Accounts, shall be prorated between the parties as of the Closing Date.

ARTICLE VI

EMPLOYEES AND ADVISORY DIRECTORS

6.01 Transfer of Certain Employees . Seller will use its reasonable efforts to maintain the employees as employees of Seller at the Branch until the Closing Date. Any employee whose employment shall be terminated for any reason prior to the Closing Date or who shall elect not to be an employee of Purchaser shall be dealt with by Seller in its sole and absolute discretion, and Purchaser shall have no liability whatsoever therefor. Effective at Closing, the Seller will terminate the employment of all employees assigned to the Branch (except the Branch manager), and such employees will become “at will” employees of the Purchaser under such terms as may be established by Purchaser in its sole discretion, except as otherwise expressly provided in Section 6.03 below. The Seller and the Purchaser shall mutually agree upon any additions to or replacements of staff after the date of this Agreement through Closing, and Seller shall not employ any employees at the Branch during such time other than on an “at will” basis and upon prior notice to Purchaser.

6.02 Benefits . Each employee of Seller who transfers to the Purchaser will receive pension, profit sharing, insurance, vacation, sick leave and other benefits that are substantially similar to comparable new employees of Purchaser without credit for service with Seller. Seller will be responsible for all continuation coverage under Seller’s health insurance plans for Seller’s employees of the Branch who do not become employees of Purchaser and who elect such coverage pursuant to the Consolidated Omnibus Budge Reconciliation Act of 1986, as amended. Purchaser does not assume any liability for accrued vacation, sick leave or other paid time off of Seller’s employees. Pursuant to its Personnel Policy, Seller will not pay terminating employees for accrued vacation, sick leave or other paid time off. Employees whose employment with Seller terminates will forfeit any unvested benefits in Seller’s qualified pension and profit sharing plans.

6.03 Responsibility for Employees Transferring . With respect to all employees of the Branch transferring to the Purchaser, the Seller will be responsible for all salaries, wages and benefits payable to such employees during employment by the Seller up to and including the Closing Date.

6.04 Employee Information . The Seller shall provide the Purchaser at times the Purchaser may deem necessary such records and information regarding such transferred employees’ service with the Seller as the Purchaser may reasonably need for purposes of the Purchaser’s employment and benefits program records including the complete personnel file on each transferring employee. The Purchaser and the Seller agree to assist each other by providing the employee information needed to open and close employee files on those employees transferred. To the extent required by applicable law, the Seller reserves the right to obtain the employee’s prior consent to release information which the Seller reasonably believes (upon advice of counsel) cannot be released to the Purchaser without the employee’s prior consent. Should information be withheld, the Seller must advise the Purchaser of such prior to Closing, and Purchaser shall have no obligation to hire the related employee.

6.05 Advisory Directors . Prior to the Closing Seller will terminate the services of all advisory directors of the Branch.

ARTICLE VII

ACCESS TO PROPERTIES AND RECORDS

7.01 Access and Confidential Treatment . From and after the date of this Agreement, the Seller shall permit the Purchaser’s agents and representatives full access, during normal business hours and upon reasonable notice, to all assets, properties, books, records (except employee records and information excluded by Section 6.04 hereof), agreements and commitments of the Seller relating to the Branch, and the Seller shall furnish representatives of the Purchaser during such period with all such information concerning the affairs of the Branch as the Purchaser may reasonably request. Purchaser will conduct its inspection in a manner that will not unreasonably disrupt Seller’s operations. The Purchaser will hold in strict confidence all documents and information concerning the Seller so furnished that is not in the public domain and will not publicly disclose such documents or information except to its attorneys, accountants, or other advisers and representatives, to regulatory and self-regulatory authorities, or as required by law or pursuant to legal process. If the transactions contemplated by this Agreement are not consummated, all such documents and information shall promptly be returned to the Seller. Nothing in this Section 7.01 shall be deemed to require Seller to reveal any proprietary information, trade secrets or marketing or strategic plans, and if such information is the subject of a confidentiality agreement between the Seller and a third party, any disclosure will be subject also to the provisions of such confidentiality agreement, which shall be provided to Purchaser. The Seller shall provide the Purchaser, on a confidential basis, the names and addresses of all directors, officers, affiliates (as defined in SEC Rule 405) and their relatives and the business interests related to each of the foregoing (individually and collectively, “ Seller Affiliates ”).

7.02 Recordkeeping and Access Following Closing . The Purchaser will preserve and safely keep, for as long as may be required by applicable law, all of the files, books of account and records delivered to the Purchaser through Closing related to the Branch for the joint benefit of itself and the Seller. Purchaser shall permit the Seller or its representatives, at Seller’s expense during normal business hours and upon reasonable notice, to inspect, make extracts from or copies of, any files, books of account or records as may be necessary for Seller to satisfy any auditing or regulatory requirements placed upon Seller or as may be required by Seller in connection with any Litigation. Seller will conduct its inspection in a manner that will not unreasonably disrupt Purchaser’s operations. The Seller will not use such documents or information for the purpose of competing with the Purchaser.

7.03 Reporting Obligations . Seller shall be responsible for compliance with all reporting obligations under applicable federal, state and local tax laws and regulations for transactions with respect to the operation of the Branch prior to the date of Closing, and shall timely file all returns, information returns and information statements required to be filed with the Internal Revenue Service and any other tax authorities with respect to such transactions, including without limitation, Form 1099 for all Loans and Transferred Accounts, and Form W-2 and Form W-3 with respect to all employees of the Branch (“Tax Returns”). Purchaser shall be responsible for compliance with all reporting obligations under applicable federal, state and local tax laws and regulations for transactions with respect to the Transferred Assets, the Assumed Liabilities and the operations of the Branch after the date of Closing, and shall timely file all Tax Returns with respect to such transactions.

ARTICLE VIII

SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Purchaser as follows:

8.01 Corporate Organization . The Seller is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Alabama.

8.02 Corporate Authority . The Seller has full corporate right, power, capacity and authority validly to enter into and to perform this Agreement and the transactions contemplated by this Agreement, to sell, transfer, assign and deliver the Purchased Assets referred to in Article II, and to carry on its business as currently conducted. The execution, delivery and performance of this Agreement, and the transactions contemplated by this Agreement have been duly and validly authorized by all requisite corporate action, and this Agreement is binding and enforceable against the Seller in accordance with its terms (except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed on Exhibit 8.02, no further corporate authorization or applications or notices to any governmental or regulatory authority, agency or entity or any consents, waivers or approvals from any such governmental authority is necessary for Seller to execute and deliver this Agreement or to consummate the transactions contemplated hereunder or perform its obligations hereunder.

8.03 Title to or Right to Occupy Real Estate . Exhibit 8.03 describes all real estate, improvements, and any related rights owned, leased, or otherwise held by Seller with respect to the Branch, and with respect to owned Real Property, the fully depreciated net book value thereof. Seller (a) has and at Closing will have indefeasible fee simple title to, and owns and at Closing will be the sole owner of all the Real Property to be purchased by Purchaser pursuant to Article II, subject to no Lien, tenant leases, participation, charge, encumbrance or conditional sale of other title retention agreement except for real estate taxes not yet due and payable, restrictions, easements and rights of way of record, and (b) is and at Closing will be the sole lessee with respect to the leases to be assigned to Purchaser pursuant to said Article II, with the right to convey to Purchaser the leasehold interest therein so as to assure that Purchaser shall have the full, exclusive and peaceful possession of such leasehold interest. All Real Property and Furniture, Fixtures and Equipment will at the time of Closing be in good operating condition and repair, subject only to ordinary wear and tear, and will otherwise be received in “AS IS” condition with no other warranties by Seller as to their condition or future performance, except those warranties related to title. All Real Property and Furniture, Fixtures and Equipment held under leases or subleases by the Seller, are held under valid contracts enforceable in accordance with their respective terms, and each such contract is in full force and effect. All improvements on the Real Property leased to, or used by, the Seller conform to all applicable state and local laws, regulations, zoning and building ordinances and health and safety ordinances, and the Real Property is zoned for the various purposes for which the real estate and improvements thereon are presently being used. To the Knowledge of the Seller, no condemnation proceedings or proceedings for the taking of any Real Property by eminent domain by any Governmental Authority are pending or threatened. Seller has not entered into any agreement regarding the Real Property or the Furniture, Fixtures and Equipment, and neither Seller nor the Real Property is subject to any claim, demand, suit, Lien or Litigation of any kind, pending or outstanding, or to the knowledge of Seller, threatened or likely to be made or instituted, which would in any way be binding upon Purchaser or its successors or assigns or materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby.

8.04 Condition of Personal Property . Exhibit 8.04 sets forth by category or item all of the tangible personal property owned or leased (identified as such) which is used or useful in connection with the operation of the Branch, with the fully depreciated net book value of owned property being also set fort on Exhibit 8.04. The tangible personal property included in the Purchased Assets is, and at the Closing will be, in good operating condition and repair, subject only to ordinary wear and tear, and will be usable in the ordinary course of business consistent with the Seller’s past practices.

8.05 Loans . With respect to each Loan within the Purchased Assets, the Loan complies in al