Exhibit 10.12**PURCHASE AND ASSUMPTION AGREEMENT**     This PURCHASE AND ASSUMPTION AGREEMENT (the “Agreement”) is made to be effective as of thesixth day of June, 2007, between Ohio Legacy Bank N.A., a national banking association having itsprincipal office in Wooster, Ohio (the “Seller”), and The First Knox- National Bank of MountVernon, a national banking association having its principal office in Mount Vernon, Ohio (the“Purchaser”):WITNESSETH:     WHEREAS, the Seller desires, upon the terms and conditions hereinafter set forth, to sell andassign certain assets and assign certain deposit and other liabilities of or associated with itsbranch office located in Millersburg, Ohio (the “Branch”);     WHEREAS, the Purchaser desires to purchase certain assets and assume certain deposit and otherliabilities of or associated with the Branch upon the terms and conditions hereinafter set forth;     NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants andprovisions contained herein, and for other good and valuable consideration the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree as follows:ARTICLE IPURCHASE AND SALE OF ASSETS     1.1 Time and Place of Closing. The closing of the transactions contemplated hereby(the “Closing”) shall occur on September 21, 2007, provided that the Purchaser has received allregulatory approvals necessary to consummate such transactions and all applicable statutory waitingperiods have expired on or before such date. In the event that the Purchaser has not received allregulatory approvals necessary to consummate such transactions or all applicable statutory waitingperiods have not expired prior to September 21, 2007, the Closing shall occur on October 19, 2007,or on such other date to be mutually agreed upon by the Purchaser and the Seller, which date shallbe after the receipt of all necessary regulatory approvals and the expiration of all applicablestatutory waiting periods, but in no event later than October 31, 2007. The effective time (the“Effective Time”) shall be 5:00 p.m., local time, on the day on which the Closing occurs (the“Closing Date”). The Closing shall be held at the offices of Critchfield, Critchfield & Johnston,Ltd., 138 East Jackson Street, Millersburg, Ohio 44654 at 10:00 a.m., local time, or such othertime and location as the parties may agree.     1.2 Purchase of Assets. The Seller agrees to sell, transfer, convey, assign anddeliver to the Purchaser, and the Purchaser shall purchase and receive from the Seller, thefollowing assets, properties and rights located at or attributed to the Branch (the “Assets”), freeand clear of all Liens (as hereafter defined): (a) all loans of Seller administered at the Branch as of the Effective Time (the“Loans”), together with all security thereon and collateral relating thereto and all
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   rights in relation thereto, then booked at or in respect of the Branch at theirrespective then outstanding principal amounts, which shall reflect any writedownsarising from adverse classifications, together with accrued interest receivablesthereon and associated accrued late fees (“Late Fees”), but excluding loan lossreserves and general reserves; provided, however, the Loans shall not include: (i)any credit card loans; (ii) any loans which are on a nonaccrual basis; (iii) anyloans which are 30 days or more past due; (iv) any accrued late fees that are notcollected by the Purchaser within 30 days after the Closing Date; (v) any loans onSeller’s watch list; (vi) any loans as of the Effective Time in foreclosure; (vii)any loans graded by Seller as “6” or higher (worse); (viii) any overdrafts that arenot collected by the Purchaser within 30 days after the Closing Date; (ix) any loansnot purchased pursuant to Section 7.1(e)(ii); and (x) any late fees not collected byPurchaser within thirty (30) days of Closing Date shall be repurchased by Sellerprovided Purchaser makes a claim for such within sixty (60) days of Closing.Notwithstanding the foregoing, Purchaser will accept the “Russell Stevens Loan,” andthe “Ling” and “Luera Mountain Investment” Loans are subject to the option ofPurchaser to reject such loans at Closing or to accept such loans without recourse; (b) all overdrafts associated with Deposit Liabilities (as hereafter defined)transferred as contemplated under Section 1.4, provided that such overdrafts are lessthan 30 days old as of the Effective Time;  (c) all right, title and interest held by the Seller regarding the building,improvements, and real estate associated with the operation of the Branch (the “RealProperty Lease”), together with any option to purchase the underlying real property andleasehold improvements thereon, and all other rights, licenses, permits, and depositsrelated to the Real Property Lease;  (d) all right, title, and interest of Seller in and to any leases of tangiblepersonal property pertaining to or associated with the Branch, including but notlimited to, the personal property as listed on Schedule 1.2(d) (the “Personal PropertyLeases”);  (e) all equipment, personal property, furniture and fixtures, together with anymanufacturers’ warranties or maintenance or service agreements related thereto whichare in effect as of the Effective Time and are assignable to the Purchaser, located ator used in operation of the Branch, including but not limited to the items listed onattached Schedule 1.2(e) (the “Fixed Assets”). The Fixed Assets sold shall not includeany items listed on Schedule 1.3(c);  (f) all petty cash, teller cash, ATM cash, cash and vault cash maintained at theBranch as of the Effective Time, the exact amounts of which will be certified by theSeller at Closing;  (g) all safe deposit contracts and leases for the safe deposit boxes located at theBranch as of the Effective Time along with all safe deposit stacks in the vaults
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   and all keys and combination codes thereto and all prepaid rent for any safe depositcontracts; (h) all records and original documents (if available), combinations, manuals, keys,security codes and the like related to the Assets or the Deposit Liabilities as of theEffective Time;  (i) All of the books and records (or copies thereof) relating to the Branch which(i) are maintained in the ordinary course of business at the Branch, (ii) arereasonably required to comply with all applicable laws, regulations, rules and soundbusiness practices, or (iii) are necessary for Purchaser’s ownership of the Assetsand/or accounts associated with the Deposit Liabilities (the “Records”). In the eventPurchaser requests, after the Closing Date, in writing, that Seller provide toPurchaser information contained in the books and records which have been retained bySeller insofar as they relate to the operations of the Branch, the Assets and/oraccounts as of the Effective Time, Seller shall provide such information as soon asreasonably practicable;  (j) All right, title and interest of Seller in and to all claims, causes of action,and demands, including warranties against contractors, manufacturers and suppliersrelating to the Assets; and  (k) All Deposit Liabilities as defined in Section 1.4 hereof.     The term “Liens” shall mean any security interests, liens, mortgages or other encumbrances,but shall not include: (a) any imperfections of title which, individually or collectively do notmaterially and adversely affect the value of the Assets to the Purchaser or impair the Purchaser’suse of the Assets; (b) liens for current taxes not yet due and payable; and (c) any encumbrances onany of the Assets that secure any debt, liability or other obligation of the Seller which isassumed by the Purchaser under this Agreement.     1.3 Assets Not Sold. The following are expressly excluded from the Assets: (a) the Seller’s trademarks, tradenames, medallion program stamps, signs, logos andproprietarily marked stationery, forms, labels, shipping materials, brochures,advertising material and similar property;  (b) assets, if any, relating to trust accounts (other than Individual RetirementAccounts (“IRAs”)) administered at the Branch;  (c) the assets, if any, listed on Schedule 1.3(c); and  (d) the Seller’s rights in and to the routing and transit numbers of the Branch.     1.4 Assumption of Liabilities. The Purchaser agrees, subject to Section 1.5 hereofand the other terms and conditions of this Agreement, that on and after the Effective Time, it willassume and thereafter fully and timely perform and discharge, in accordance with their terms:
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 (a) all deposit liabilities of every kind and description, including, withoutlimitation, time and demand accounts, certificates of deposit, savings accounts,checking accounts, sweep accounts, and Individual Retirement Accounts (“IRAs”) assignedto the Branch as of the Effective Time and all other liabilities and obligations of theSeller relating to the deposit accounts assigned to the Branch as of the EffectiveTime, whether represented by collected or uncollected funds (the “DepositLiabilities”), including without limitation the items listed on Schedule 1.4 (a), theexact balances and accrued interest of which will be certified by the Seller atClosing; provided, however, the Deposit Liabilities shall not include any liabilitiesdescribed in Section 1.5 below;  (b) all liabilities and obligations of the Seller under the Loans as of theEffective Time;  (c) all liabilities and obligations of the Seller under the Personal PropertyLeases and the Real Property Lease as of the Effective Time;  (d) all liabilities and obligations of the Seller arising as of the Effective Timeunder all safe deposit contracts and leases for the safe deposit boxes located at theBranch as of the Effective Time; and  (e) In connection with any IRAs, Purchaser shall assume, in addition to the depositliability, the plan pertaining thereto and the custodial arrangement in connectiontherewith.     No assurance is being given by the Seller that the present customers of the Branch will becomeor remain customers of the Purchaser.     1.5 Liabilities Not Assumed. The Purchaser will not assume the following liabilitiesor obligations of the Seller: (a) any securities brokerage account maintained by the Seller for a customer of theBranch;  (b) any deposit accounts designated as closed prior to the Effective Time;  (c) any liability associated with traveler’s checks, cashier’s checks or otherofficial bank checks issued by the Seller prior to the Closing Date; and  (d) Any other liability of Seller not specifically assumed by Purchaser under Section 1.4above.     1.6 Safe Deposit Box Business. (a) As of the Effective Time, the Purchaser will assume and discharge the Seller’sobligations with respect to the safe deposit business at the Branch in accordance withthe terms and conditions of contracts or rental agreements related to such
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   business, and the Purchaser will maintain all facilities necessary for the use ofsuch safe deposit boxes by persons entitled to use them. (b) As of the Effective Time, the Seller shall transfer, assign, and deliver theRecords related to such safe deposit box business to the Purchaser, and the Purchasershall maintain and safeguard all such Records and be responsible for granting access toand protecting the contents of the safe deposit boxes at the Branch.     1.7 Documentation of Transactions. On the Closing Date: (i) the Purchaser shallexecute and deliver a document evidencing the liabilities assumed pursuant to Section 1.4 insubstantially the form attached hereto as Exhibit A; (ii) the Seller and the Purchaser shallexecute and deliver a bill of sale in substantially the form attached hereto as Exhibit B; and(iii) with respect to any IRA which includes as one or more of its assets a Deposit Liability, theSeller and the Purchaser shall execute and deliver a transfer document in substantially the formattached hereto as Exhibit C.     1.8 Assumption Subject to Certain Terms. The Deposit Liabilities being assumed by thePurchaser pursuant to this Agreement shall be assumed subject to the terms and conditions ofdeposit agreed to by the Seller and its customers and any other written agreements relating theretoand the laws, rules and regulations applicable thereto.ARTICLE IIPURCHASE PRICE     2.1 Payment. The Purchaser shall pay the Seller by wire transfer of immediatelyavailable funds on the Closing Date an amount equal to (i) the principal amount of the Loans(excluding loan loss and general reserves) as shown on the books of the Seller as of the EffectiveTime, (ii) the amount of the petty, teller, ATM and vault cash maintained at the Branch determinedin accordance with Section 1.2(f) hereof, (iii) the sum of $____________, reflecting the netbook value of the Fixed Assets, and (iv) a premium for the Deposit Liabilities equal to seven andseventeen one hundredths percent (7.17%) of such Deposit Liabilities. The amounts set forth in (i)through (iv) above shall be paid net of the Deposit Liabilities. Such amount shall be furtheradjusted in accordance with Section 2.2 and Section 2.3 on the Closing Date and thereafter. Thepayment formula referred to above is for the sole purpose of determining the amount of cashtransferable at the Closing Date and shall not constitute an allocation of the purchase price forthe Branch to any particular Asset being transferred or liability being assumed.     2.2 Calculations. Solely for purposes of facilitating the calculation of the cash dueSeller on the Closing Date, Seller shall provide Purchaser, no later than five (5) business daysbefore the Closing Date, and as of the most recent month-end, a Preliminary Closing Statement inthe form attached as Schedule 2.2(a), based on the net book value of the Assets to be sold andDeposit Liabilities and other liabilities to be transferred and assumed hereunder on that date asreflected on the books of Seller, and the cash due to Seller at the Closing shall be based uponsuch Preliminary Closing Statement. Within ten (10) business days after the Closing Date, Sellershall provide to Purchaser a Final Closing Statement in the form attached as Schedule 2.2(b)
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based on the net book value as of the close of business on the Closing Date of the Assets soldand Deposit Liabilities and other liabilities transferred and assumed pursuant to this Agreement.Any objection by Purchaser to such Final Closing Statement must be raised in a written noticedelivered to Seller within five (5) business days after Purchaser receives such Final ClosingStatement. In the event any such objection is raised, the parties will work together in good faithto resolve the dispute as promptly as possible. Within two (2) business days of the receipt of anundisputed Final Closing Statement or, if there is any dispute, within two (2) business days of theresolution of such dispute, appropriate additional consideration shall be paid by Purchaser, orappropriate refund made by Seller, as the case may be. If the parties are unable to resolve theirdispute, such matter shall be submitted to Crowe Chizek and Company, LLC, whose decision shall befinal and binding.     2.3 Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, real andpersonal property taxes and similar expenses and charges relating to the physical plant of theBranch, and the FICO assessment made by the Federal Deposit Insurance Corporation (“FDIC”) andother expenses relating to the Deposit Liabilities assumed and/or the operation of the Branch,shall be prorated between the parties as of the Closing Date on the basis of a 365-day year. Tothe extent any such item has been prepaid by the Seller for a period extending beyond the ClosingDate, there shall be an adjustment in such amount to the payment contemplated by Section 2.1 infavor of the Seller. Any unearned noninterest income associated with the Branch, except asotherwise specifically provided in this Agreement, shall also be adjusted pro rata between theparties as of the Closing Date. Any expense relating to the Branch which is attributable to theperiod on and after the Closing Date will be paid by the Purchaser. In the event Purchaser, as ofthe Effective Time, paid to Seller an amount equal to an overdraft and such overdraft has not beencollected by Purchaser within thirty (30) days of Closing, Purchaser shall have the right toreceive payment from Seller in an amount equal to the price paid by Purchaser to Seller for suchoverdraft provided that the Purchaser shall transfer to Seller the account relating to suchoverdraft.     2.4 Allocation of Purchase Price. The purchase price and liabilities assumed by thePurchaser pursuant to this Agreement shall be allocated on an allocation schedule to be agreed uponby the Purchaser and the Seller within 30 days after the Closing Date. This allocation is intendedto comply with the allocation method required by Section 1060 of the Internal Revenue Code of 1986,as amended (the “Code”), and the Treasury Department regulations promulgated thereunder. ThePurchaser and the Seller shall cooperate to comply with all substantive and procedural requirementsof Section 1060 and any Treasury Department regulations thereunder, and the allocation shall beadjusted if and to the extent necessary to comply with the requirements of Section 1060. Purchaserand Seller (and their affiliates) shall report, act, and file all tax returns (including, withoutlimitation, Internal Revenue Service Form 8594) in all respects and for all purposes consistentwith such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, taxreturns, or otherwise) that is inconsistent with such allocation unless required to do so byapplicable law.
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ARTICLE IIIADDITIONAL OBLIGATIONS OF PURCHASER AND SELLER     3.1 Regulatory Approvals. (a) The Purchaser shall, within 30 days following the date of this Agreement,prepare and file all applications, as required by law, with the appropriate federaland/or state regulatory authorities for approval to purchase the Assets and assume theliabilities and obligations of the Seller being assumed hereunder, to establish abranch at the location of the Branch and to effect in all other respects thetransactions contemplated hereby (the “regulatory approvals”). The Purchaser agrees to(i) make draft copies of the applications (except for any confidential portionsthereof) available to the Seller and its counsel prior to filing, (ii) process theapplications in a diligent manner and on a priority basis, (iii) request confidentialtreatment by the appropriate federal and/or state regulatory authorities of allnon-public information submitted in the applications, (iv) provide the Seller and itscounsel promptly with a copy of the applications as filed (except for any confidentialportions thereof) and all material notices, orders, opinions, correspondence and otherdocuments with respect thereto, and (v) use its best efforts to obtain all regulatoryapprovals. The Purchaser and the Seller agree to cooperate and use their best effortsto obtain all consents and approvals of all third parties and to do all thingsnecessary to consummate the transactions contemplated by this Agreement.  (b) The Seller shall, as soon as is practicable, notify the proper regulatoryauthorities of its intent to terminate operation of the Branch and to consummate thetransactions contemplated hereby and thereafter shall (i) comply with the normal andusual requirements imposed by such regulatory authorities applicable to effectuate suchtransactions and (ii) use its best efforts to obtain any required permission of suchregulatory authorities to cease operating the Branch.     3.2 Full Access. The Seller shall furnish the Purchaser with such additionalfinancial and operating data and other information as to its business and properties at the Branchas the Purchaser may, from time to time, reasonably request and as shall be available including,without limitation, information required for inclusion in any and all regulatory applicationsnecessary to effect the transaction contemplated hereby. The Seller shall also afford to theofficers and authorized representatives of the Purchaser access to the employees of the Seller inaccordance with Sections 3.3, 4.1 and 4.3 hereof. The Purchaser shall indemnify the Seller fromand against all costs, damages, claims and liabilities, including reasonable attorneys’ fees,arising out of the negligence of the Purchaser or its agents or employees in conducting suchinvestigations. Nothing in this Section 3.2 shall be deemed to require the Seller to breach anyobligation of confidentiality or to reveal any proprietary information, trade secrets or marketingor strategic plans.     3.3 Confidentiality. The Purchaser will hold, and will cause its officers, directors,employees and agents to hold, in strict confidence and not disclose to any other person or entity
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without the prior written consent of the Seller (a) the terms of this Agreement and thetransaction described herein and (b) all information received by the Purchaser from or with respectto the Seller in connection with this Agreement and the transactions contemplated hereby, andSeller will hold, and will cause its officers, directors, employees and agents to hold, in strictconfidence and not disclose to any other person or entity without the prior written consent of thePurchaser (c) the existence of this Agreement, (d) the terms of this Agreement and the transactiondescribed herein, and (e) all information received by the Seller from or with respect to thePurchaser in connection with this Agreement and the transactions contemplated hereby. The terms ofthis Section 3.3 shall not prohibit the disclosure of information (i) as may be otherwise publiclyavailable otherwise than through the wrongful dissemination of such information by the Purchaser orSeller, as the case may be, and their officers, directors, employees or agents, (ii) as may berequired to be disclosed by applicable law, or (iii) as is required to obtain the GovernmentApprovals. The Seller and the Purchaser agree that neither shall make any public announcement orpublic comment in any form whatsoever regarding this Agreement or the transactions contemplatedherein without obtaining the prior approval of the other party.     3.4 Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities.Prior to the Closing Date, the Seller shall assist the Purchaser, in ways to be mutually agreedupon by the Seller and the Purchaser, in preparing the Purchaser’s data processing system toreceive the transferred Loans and Deposit Liabilities. (a) Such assistance shall include, but shall not be limited to, the following: (i) As soon as practicable following the date of this Agreement andnot later than July 13, 2007, the Seller shall deliver to the Purchaser dataand descriptive information and such other reasonable and customary information(including ACH) with data conversion relating to the Deposit Liabilities andthe Loans in an FTP data file using an EBCDIC format (the “Compatible DataFile”) containing, among other information, customer name, address, cardnumber, withdrawal limits, the Deposit Liabilities activated by, accessible toor related in any manner to customers of the Branch;  (ii) on or before August 24, 2007, an updated Compatible Data File;  (iii) On the Closing Date, Seller shall deliver to the Purchaser afinal Compatible Data File, which Compatible Data File shall constitute theSeller’s Records maintained as of and current through the Effective Time withrespect to the Deposit Liabilities and the Loans; and  (iv) The Seller shall deliver to the Purchaser trial balance reportswith each Compatible Data File delivered pursuant to this Section 3.4(a). (b) As of the Effective Time, the Seller shall: (i) deliver to the Purchaser such of the Assets as shall be capableof physical delivery;
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 (ii) execute, acknowledge and deliver to the Purchaser all suchendorsements, assignments, bills of sale and other instruments of conveyance,assignment and transfer as, in the reasonable judgment of the Purchaser shallbe necessary and appropriate to consummate the sale and transfer of the Assetsto the Purchaser and to vest in the Purchaser the legal and equitable title tothe Assets, free and clear of all Liens, except as otherwise permitted in thisAgreement;  (iii) assign, transfer and deliver to the Purchaser such of thefollowing Records pertaining to the Deposit Liabilities as exist and areavailable in whatever form or medium as maintained by the Seller: (A) orders and contracts between the Seller anddepositors at the Branch and Records of similar character, withsignature cards delivered as soon as practicable after the Closing (theSeller shall also provide interim research assistance on an as neededbasis); and  (B) records of account; (iv) provide customers a bank statement for each transferredaccount, for both Deposit Liabilities and loans as is practicable; and  (v) assign, transfer and deliver to the Purchaser the promissorynotes, security agreements, collateral, and related agreements or informationrelating to or evidencing all Loans to the extent these agreements exist and inwhatever form or medium as maintained by the Seller. (c) On the Closing Date, the Seller will deactivate the ATM machine maintained bythe Branch and will close the Branch at 2:00 p.m., local time, in order to facilitatethe conversion process. All existing ATM and debit cards pertaining to customers ofthe Millersburg Branch office will be deactivated as of the close of business on theClosing Date and must be reissued by the Purchaser immediately prior to the computerconversion. The Seller shall also remove all of its proprietary forms and proprietarysoftware from any personal computers at the Branch included in the Assets. Seller, atits own expense, will notify customers of the Branch, in writing at least thirty (30)calendar days prior to the Closing Date, provided all regulatory approvals have beenobtained, or at such later date as all regulatory approvals have been obtained, that asof the opening of business on the Closing Date, all ATM access cards issued by Sellerto customers of the Branch who will not have ATM-accessible accounts with Seller afterthe Closing, and all debit cards issued by Seller to customers of the Branch who willnot have demand accounts with Seller after the Closing, will be void or terminated, asthe case may be. In connection with this notice, Purchaser may forward a communicationnotifying such customers that replacement ATM access cards and debit cards will bereissued by Purchaser and forwarded to customers prior to the Closing Date withinstructions for activation after the Closing Date.
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 (d) Limitation of Repetitive and Burdensome Requests. The Purchaser willlimit its frequency of requests for information so as not to be burdensome to Seller orrepetitive of information previously supplied.     3.5 Retention of and Access to Files Following the Closing Date. (a) The Purchaser agrees that it will preserve and safely keep, for as long as maybe required by applicable law, all of the files, books of account and records of theBranch referred to in this Agreement for the joint benefit of itself and the Seller,and that it will permit the Seller or its representatives, at any reasonable time andat the Seller’s expense, to inspect, make extracts from or copies of, any such files,books of account or records as the Seller shall deem necessary.  (b) In the event that some of the Seller’s records concerning the Assets or theDeposit Liabilities cannot reasonably be segregated from the Seller’s records regardingaccounts not transferred pursuant to this Agreement, the Seller will not deliver suchrecords to the Purchaser but will preserve and safely keep such records for as long asmay be required by applicable law. For a period of twelve (12) calendar months afterthe Closing Date, the Seller shall provide research and account history servicesrelated to any such records to the Purchaser at the Purchaser’s request. Such servicesshall be provided on the same service schedule as services then provided by the Sellerto its customers, and the Purchaser shall pay the same rates for such services as theSeller then charges its existing customers. Such services do not include informationrequired to be provided by the Seller under Sections 1.2(i) and 3.2. Following suchtwelve (12) month period, the Seller will permit the Purchaser or Purchaser’srepresentatives, at reasonable times and at the Purchaser’s expense, to inspect, makeextracts from or copies of such records which relate to the Assets or the DepositLiabilities.  (c) The Seller agrees to transfer and deliver to the Purchaser on the Closing Dateall safe deposit box contents, including without limitation, securities, papers,valuables and other items (collectively, “Safekeeping Items”), held by the Seller insafekeeping for its customers at the Branch, together with all records, keys,combination codes, etc., relating thereto (in whatever form or medium then maintainedby the Seller). The Purchaser agrees to assume, honor and discharge, from and afterthe Effective Time, the duties and obligations of the Seller with respect to suchSafekeeping Items and shall be entitled to any right or benefit arising from suchsafekeeping business from and after the Effective Time. The Purchaser agrees toexecute as of the Effective Time a receipt for such Safekeeping Items.     3.6 Consents to Assignment of Contracts. Seller shall use its best efforts to obtainon or before the Closing Date consents to the assignment of the Personal Property Leases and RealProperty Lease to Purchaser all at the same terms, including charges or fees, as are currentlystated in or associated with the Personal Property Leases and Real Property Lease.
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     3.7 Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with law and customary bankingpractices all properly drawn and presented checks, drafts and withdrawal orderspresented to the Purchaser by mail, over the counter or through the check clearingsystem of the banking industry, by depositors related to the Deposit Liabilities,whether drawn on the checks, withdrawal or draft forms provided by the Seller or by thePurchaser, and in all other respects to discharge, in the usual course of the bankingbusiness, the duties and obligations of the Seller with respect to the balances due andowing to the depositors with respect to whom the Purchaser has assumed the DepositLiabilities.  (b) If any of such depositors, instead of accepting the obligation of the Purchaserto pay the Deposit Liabilities, shall demand payment from the Seller for all or anypart of any such Deposit Liabilities, the Seller shall not be liable or responsible formaking such payment.  (c) After the Effective Time, the Seller shall be and have the rights andobligations of a “Collecting Bank” or “Intermediary Bank” under Article 4 of theUniform Commercial Code (including the right to chargeback dishonored items) as then ineffect in Ohio with respect to items drawn on the accounts associated with DepositLiabilities transferred which are received by the Seller for processing. Itemsreceived for processing against the Deposit Liabilities shall be grouped and deliveredto the Purchaser within the time limits provided by the Uniform Commercial Code in aspecial cash letter separately identified as “Transferred Accounts Cash Letter.” Forpurposes of paying the Purchaser’s obligations to the Seller under this Section 3.7,the Purchaser will establish a settlement account with the Seller at the Closing Datein a collected amount equal to $250,000, which amount will be maintained by thePurchaser for a period of sixty (60) days following the Closing Date, against whichwill be (i) debited the checks, returns and items hereafter referred to in thissentence and (ii) charged amounts in accordance with Section 3.7(d) hereof to provide,among other things, for the settlement by the Purchaser of checks, returns and itemswhich are presented to the Seller within sixty (60) days after the Closing Date andwhich are drawn on or chargeable to accounts associated with Deposit Liabilitiestransferred to the Purchaser. In order to reduce the continuing charges to the Sellerthrough the check clearing system of the banking system which will result from checkforms of the Seller being used after the Closing Date by the depositors whose accountsassociated with Deposit Liabilities are assumed, the Purchaser agrees, at its cost andexpense, and without charge to such depositors, to notify such depositors as soon aspossible after the Closing Date of the Purchaser’s assumption of the DepositLiabilities and furnish each depositor of an assumed account with checks on the formsof the Purchaser with instructions to utilize the Purchaser’s checks and to destroyunused checks of the Seller. After the expiration of 60 days from the Closing Date,the Seller will dishonor checks, drafts or withdrawal orders drawn on the DepositLiabilities unless the Seller and the Purchaser agree to
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   extend the 60 day period and extend the provision for a settlement account asnecessary. The Purchaser agrees to arrange for the transportation directly and paythe expenses of transporting from the Seller to the Purchaser all checks, drafts,orders of withdrawal, cash letters, magnetic tapes and other items related to theSeller’s receipt of items relating to the Deposit Liabilities after the ClosingDate. These transportation expenses may be charged against the settlement accountof the Purchaser. Seller shall give Purchaser a regular accounting of debits andPurchaser shall indemnify Seller from and against any claims resulting from a returnof items not in accordance with the requirements of the Uniform Commercial Code orRegulation CC to its clearing account. Purchaser shall indemnify and hold Sellerharmless from any claims of wrongful dishonor based on such returns. (d) Purchaser agrees to pay promptly to the Seller an amount equivalent to theamount of any checks, drafts or withdrawal orders credited by the Seller before theClosing Date to such transferred account that are returned to the Seller unpaid withinsixty (60) days after the Closing Date. Upon receipt thereof, the Seller shallimmediately forward any such check, draft or other item to the Purchaser, and subjectto the time limitations referenced herein, the Purchaser shall remit to the Seller theamount of any such item(s).     3.8 ACH. Prior to Closing, Seller agrees to supply a complete Automated ClearingHouse (“ACH”) warehouse listing of any ACH transactions scheduled or pending with respect to theDeposit Liabilities as of the Closing Date and for a period of ninety (90) days after the ClosingDate and such additional listings and schedules as Purchaser shall reasonably request in order tonotify ACH originators of the transactions contemplated by this Agreement. As soon as practicablefollowing the Closing Date, the Purchaser will notify all originators effecting debits or creditsto the accounts of the Deposit Liabilities of the purchase and assumption transaction contemplatedby this Agreement. For a period of ninety (90) days beginning on the Closing Date, Seller willhonor all ACH items related to accounts of Deposit Liabilities which are mistakenly routed orpresented to Seller. Seller will make no charge to Purchaser for honoring such items, and will useits best efforts to transmit to Purchaser via facsimile to a fax number identified by Purchaser, by10:00 a.m. or as soon as practicable thereafter, each day’s ACH data that is to be posted that day.Items mistakenly routed or presented after the 90-day period may be returned to the presentingparty. Seller and Purchaser shall make arrangements to provide for the daily settlement withimmediately available funds by Purchaser of any ACH items honored by Seller.     3.9 Notice to Customers. Prior to Closing, Seller shall provide Purchaser with anintermediate customer list on the accounts to be assumed, identical to the list used by Seller fornotification purposes. As of the Effective Time, Seller shall provide a final customer list of theassumed accounts. On such date as the Purchaser may reasonably specify (but in no case prior toreceipt of all necessary regulatory approvals), Seller shall notify the holders of the accounts andsafe deposit business to be assumed and the Loans to be purchased, that, subject to closingrequirements, Purchaser will be assuming the duties and liabilities of the accounts orresponsibility for the Asset being purchased.
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The notification will be based on the list referred to in the preceding paragraph and a logmaintained at the Branch of new accounts opened since the date of said list. Seller shall providePurchaser with a copy of said log up to the date of Seller’s mailing. Purchaser shall sendnotifications to the same holders five (5) days following Seller’s mailing which is to be completednot less than forty-five (45) days prior to Closing, setting out the details of its administrationof the accounts to be assumed. Each party shall obtain the approval of the other on itsnotification letter(s) prior to mailing, which approvals shall not be unreasonably withheld ordelayed. Holders of deposit accounts opened following the notifications contemplated above andprior to the Closing will be given a copy of both the Purchaser’s and Seller’s notification lettersby Seller at the time the account is opened.     3.10 Retirement Accounts. The parties acknowledge that Seller is acting as custodianand holds certain of the deposits for participants in IRAs and Keogh Accounts (“RetirementAccounts”) and that Purchaser desires to act as custodian thereof from and after the EffectiveTime, to the extent permitted under the applicable custodial agreements. The parties shall conferand determine at least thirty (30) days prior to the Closing Date which, if any, of the RetirementAccounts cannot be transferred to Purchaser under this Agreement. Seller shall be responsible forfederal and state income tax reporting of Retirement Accounts accepted by Purchaser from January 1,2007 through the Effective Time. Purchaser shall be responsible for all federal and state incometax reporting commencing on the day after the Effective Time for the Retirement Accounts assumed byPurchaser through the end of the calendar year. Seller shall deliver to Purchaser all Records fromJanuary 1, 2007 through the Closing Date pertaining to the Retirement Accounts assumed hereunder.In connection with Retirement Accounts, Purchaser shall assume, in addition to the DepositLiability, the plan pertaining thereto and the custodial arrangement in connection therewith.     3.11 Other Liabilities. Purchaser shall assume only those liabilities and obligationsof the Seller that are provided for in this Agreement. This Agreement shall not be construed ascreating rights or remedies against the Purchaser by third parties other than with respect to thoseliabilities and obligations assumed hereunder.     3.12 Back-up Withholding. Any amounts required by any governmental agencies to bewithheld from any of the accounts associated with the Deposit Liabilities (the “WithholdingObligations”) will be handled as follows: (a) Any Withholding Obligations required to be remitted to the appropriategovernmental agency prior to the Effective Time will be withheld and remitted by Sellerand Seller shall provide Purchaser with satisfactory evidence thereof at Closing;  (b) At Closing, Seller will remit to Purchaser all sums withheld by Seller pursuantto Withholding Obligations together with satisfactory detail thereof which funds are ormay be required to be remitted to governmental agencies on or after the Effective Time.Any Withholding Obligations required to be remitted to the appropriate governmentalagency on or after the Effective Time will be remitted by Purchaser. Purchaser andSeller shall mutually indemnify and hold harmless
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   the other from and against any claim relating to Withholding Obligations which isthe responsibility of the other hereunder.     3.13 Overdrafts. Subject to Section 2.3, any overdrafts approved on the Closing Datewith respect to the ledger date for the immediately preceding day and thereafter will be theresponsibility and risk of Purchaser, since Purchaser’s criteria for approving or rejectingoverdrafts will be put in effect on the day before the Closing Date. All overdrafts approvedbefore the Closing Date will be the responsibility and risk of Seller.     3.14 Loan Payments and Information Received After the Closing Date. The Seller agreesto forward promptly (which shall mean, for the first thirty (30) days following the Closing Date,delivery by an overnight courier service at Purchaser’s expense) to the Purchaser: (a) any payments (properly endorsed without recourse as necessary) which arereceived by the Seller on or after the Effective Time that relate to the Loans and toprovide sufficient information so that any such payments may be properly applied to theextent such information is available to the Seller; and  (b) any notices or other correspondence received on or after the Effective Timethat relate to the Loans or other Assets.     3.15 Seller Identification. On the Effective Time, the Purchaser shall substitute itsname and logo for the name and logo of the Seller on all signs at the Branch. The Seller will in atimely manner remove at the Seller’s expense, all signs that carry the name and logo of the Seller.The Purchaser agrees to replace promptly all written or electronic materials bearing the Seller’sname and/or logo used in the ordinary course of banking business, including stationery and forms,with written or electronic materials bearing the Purchaser’s name and/or logo, including withoutlimitation, new coupon books for Loans.     3.16 Indemnification. (a) Seller shall indemnify, hold harmless and defend the Purchaser from and againstall claims, losses, liabilities, demands and obligations, including reasonableattorneys’ fees and expenses of litigation, arising out of or relating to (i)operations at the Branch (including injury or damage to persons or property) before theEffective Time (whether pursuant to any actions, suits or proceedings commenced orthreatened before the Effective Time (other than proceedings to prevent or limit theconsummation of the transactions contemplated hereby) or otherwise) or (ii) theinaccuracy of any representation or warranty made by Seller herein or in any agreementdelivered pursuant hereto or the breach by the Seller of any agreement contained hereinor in any agreement delivered pursuant hereto. It is understood that the obligationsof the Seller under this subsection (a) shall survive the Closing Date. On and afterthe Closing Date, the Seller shall maintain in full force and effect a financialinstitution blanket fidelity bond which provides coverage for losses related toincidents which occurred prior to the Effective Time, including computer crime, on adiscovery basis.
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 (b) The Purchaser shall indemnify, hold harmless and defend the Seller from andagainst all claims, losses, liabilities, demands and obligations, including reasonableattorneys’ fees and expenses of litigation, arising out of or relating to (i)operations at the Branch by Purchaser as of the Effective Time, or (ii) the inaccuracyof any representation or warranty made by Purchaser herein or in any agreementdelivered pursuant hereto or the breach by the Purchaser of any agreement containedherein or in any agreement delivered pursuant hereto. To the extent any item which isthe subject of any claim, loss, liability, demand or obligation has been prepaid by theSeller for a period extending beyond the Closing Date, there shall be an adjustment insuch amount to the payment in Section 2.1 in favor of the Seller. It is understoodthat the obligations of the Purchaser under this subsection (b) shall survive theClosing Date.  (c) A claim for indemnity under Sections 3.16(a) or (b) hereof may be made by theclaiming party at any time prior to twelve (12) months after the Closing Date by thegiving of written notice thereof to the other party. Such written notice shall setforth in reasonable detail the basis upon which such claim for indemnity is made. Inthe event that any such claim is made within such 12 month period, the indemnityrelating to such claim shall survive until such claim is resolved. Claims not madewithin such twelve (12) month period shall cease and no indemnity shall be madetherefor.  (d) In the event that any person or entity not party to this Agreement shall makeany demand or claim or file or threaten to file any lawsuit, which demand, claim orlawsuit may result in any liability, damage or loss to one party hereto of the kind forwhich such party is entitled to indemnification pursuant to Sections 3.16(a) or (b)hereof, then, after written notice is provided by the indemnified party to theindemnifying party of such demand, claim or lawsuit, the indemnifying party shall havethe option, at its cost and expense, to retain counsel for the indemnified party todefend any such demand, claim or lawsuit. In the event that the indemnifying partyshall fail to respond within ten business days after receipt of such notice of any suchdemand, claim or lawsuit, then the indemnified party shall retain counsel and conductthe defense of such demand, claim or lawsuit as it may in its discretion deem proper,at cost and expense of the indemnifying party. In effecting the settlement of any suchdemand, claim or lawsuit, an indemnified party shall act in good faith, shall consultwith the indemnifying party and shall enter into only such a settlement as theindemnifying party shall approve (the indemnifying party’s approval will be implied ifit does not respond within five (5) business days of its receipt of the notice of sucha settlement offer).     3.17 Right to Intervene. In the event that any claim, protest, suit or otherproceeding is instituted or threatened against the Purchaser relating to this Agreement or theLoans, other Assets or liabilities transferred to or assumed by Purchaser hereunder, the Sellershall have the right, at its discretion and expense, to intervene in such matter, and the Purchaserhereby agrees to give prompt and prior notice thereof to the Seller and consents to suchintervention.
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     3.18 Assumption of Risks. (a) If the building or other improvements of the Branch are destroyed or materiallydamaged by fire or other casualty prior to the Closing Date and shall not besubstantially repaired or replaced or shall not have insurance coverage which in thereasonable determination of the Purchaser is sufficient to repair or replace suchbuilding or other improvements, the Purchaser shall have the right to terminate thisAgreement with regard to the Branch or to accept the Branch as damaged together withany rights of the Seller to receive insurance proceeds or to exercise any other rightsof the Seller following their assignment to the Purchaser on the Closing Date.  (b) As of the Effective Time, the Seller will discontinue any casualty andliability insurance coverage maintained with respect to the premises of the Branch andall Assets. The Purchaser shall be solely responsible for all casualty losses andliability claims arising after the Effective Time.  (c) On the Closing Date, the Seller will discontinue providing any security forpersons and property at the Branch and the Purchaser assumes all liabilities arisingout of injury or damage to persons and property after the Effective Time.     3.19 Information Reporting. With respect to the Loans and Deposit Liabilitiespurchased and assumed by the Purchaser pursuant to this Agreement, the Seller shall be responsiblefor reporting to the customer and to the Internal Revenue Service (and any state or local taxingauthority as required) all interest paid or earned and similar information for all periods prior tothe Effective Time and the Purchaser shall be responsible for reporting such information for allperiods on and after the Effective Time. The Purchaser agrees to indemnify the Seller for anypenalty, interest, claim, fee (including reasonable attorneys’ fees and expenses) or otherliability or expense which may be imposed upon or asserted against the Seller as a result of thePurchaser’s failure to comply with its obligations under this Section 3.19. The Seller agrees toindemnify the Purchaser for any penalty, interest, claim, fee (including reasonable attorneys’ feesand expenses) or other liability or expense which may be imposed upon or asserted against thePurchaser as a result of the Seller’s failure to comply with its obligations under this Section3.19.     3.20 Restrictive Covenants of the Seller. (a) The Seller shall not (i) maintain any list of the deposit customers at theClosing Date of the Branch for the purpose of marketing loans or attracting deposits,(ii) specifically target and solicit customers of the Branch using any customer ormailing list compiled by Seller prior to Closing which consists primarily of customersof the Branch; provided, however, these restrictions shall not restrict general massmailings, telemarketing calls, statement stuffers and other similar communicationsdirected to all customers of the Seller or its affiliates, or to the public ornewspaper, radio, television or Internet advertisements of a general nature orotherwise prevent the Seller from taking such actions as may be required to comply withany applicable federal or state laws, rules or regulations. The
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   foregoing restrictions notwithstanding, the Seller and its affiliates may continueto maintain as customers any commercial, trust, mortgage loan, securities sales, andbank card customers serviced from the Seller’s offices other than the Branch, andmay continue to solicit such business relationships without restriction after theClosing Date.  (b) For a period of twelve (12) months after the Closing Date, the Seller shall notsolicit for employment any person who is now employed at the Branch and continues to beemployed without interruption after the Closing Date (it being understood thatadvertising and other recruiting efforts aimed at the general public shall not violatethe terms of this covenant).     3.21 Restrictive Covenant of the Purchaser. For a period of twelve (12) months afterthe Closing Date, the Purchaser shall not solicit for employment any employees of the Seller whoseplace of employment is within forty-five (45) miles of the Branch (it being understood thatadvertising and other recruiting efforts aimed at the general public shall not violate the terms ofthis covenant).ARTICLE IVSELLER’S EMPLOYEES AT BRANCH     4.1 Employment of Existing Branch Employees. After the execution of this Agreement,Purchaser agrees to interview as soon as practicable all employees of the Seller who are thenassigned to the Branch (“Employees”) as identified on Schedule 4.1, and shall notify Seller withintwenty (20) days of execution hereof whether Purchaser will offer employment to such Employees. Asof the Effective Time, the Employees who accept the Purchaser’s offer of employment will becomeemployees of the Purchaser and will cease to be employees of the Seller. Seller is responsible forthe filing of Form W-2s with the Internal Revenue Service and any required filing with state taxauthorities with respect to wages and benefits paid to each such retained Employee for periodsending on or prior to the Effective Time. Any Employees not hired by Purchaser shall remain theresponsibility of the Seller, and Purchaser shall have no liability or obligation to any suchEmployees.     Except for the employment agreement to be offered to Robert E. Boss, it is understood andagreed that (i) Purchaser’s employment of any retained Employee as set forth in this Section 4.1shall not constitute a commitment, contract or understanding (express or implied) of an obligationon the part of Purchaser to a post-Closing employment relationship of any fixed term or duration orupon any terms or conditions other than those that Purchaser may establish pursuant to individualoffers of employment, and (ii) employment offered by Purchaser is “at will” and may be terminatedby Purchaser or by a retained Employee at any time for any reason (subject to any writtencommitments to the contrary made by Purchaser or a retained Employee and legal restrictions).Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaserto terminate, reassign, promote or demote any of the retained Employees after the Effective Time orto change adversely or favorably the title, powers, duties, responsibilities, functions, locations,salaries, other compensation or terms or conditions of employment of such retained Employees.
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     4.2 Credit for Service. The Purchaser shall grant to the retained employees creditfor their respective service with the Seller for purposes of determining their participation,eligibility and vesting rights, but not for purposes of benefit accrual, in any pension, thrift,profit-sharing, life insurance, disability and other employee benefit plans or programs now orhereafter maintained by or on behalf of the Purchaser, and with regard to any medical insuranceplan covering the Purchaser’s employees, there shall be an open enrollment period for the retainedemployees who have been employed on a full-time basis by the Seller for a period of more thantwelve (12) months without regard to any preexisting conditions of such retained employees or theirdependents. Seller shall provide Purchaser with a copy of its certificate of insurance withrespect to such retained employees for the prior 12-month period.     4.3 Employee Contact. Prior to the Closing Date, and except as provided in Section4.1, the Purchaser agrees not to contact any of the Employees unless receiving prior consent fromthe Seller. As soon as reasonably practicable following the date hereof, Seller will cooperatewith Purchaser, to the extent reasonably requested and legally permissible, to provide Purchaserwith information about the Employees, including providing Purchaser with the personnel files ofthose Employees who provide Seller with their written consent thereto and a means to meet with theEmployees. The Seller shall provide the officers and authorized representatives of the Purchaserwith an opportunity to meet with the Employees prior to the Closing Date for training purposes,provided that Purchaser shall pay or reimburse the travel and meal expenses of such Employees inconnection with such training, at reasonable times without interfering with the Branch’ normalbusiness and operations, or the affairs of the Seller directly related to the Branch. The Sellershall also provide the officers and authorized representatives of the Purchaser an opportunity tomeet with the Seller’s employees located in Wooster who have technical and operational expertisewith respect to the operations of the Branch for purposes of such employees providing technical oroperational assistance to the Purchaser prior to the Closing Date.     4.4 COBRA. The Seller will comply with the Consolidated Omnibus Budget ReconciliationAct of 1985 (“COBRA”), for all of the Seller’s former employees and other qualifying beneficiariesfor whom COBRA qualifying events occurred before or coincident with the Effective Time and thePurchaser shall have no responsibility for any such coverage. The Seller shall pay and dischargeand be responsible for any employee benefits arising under Seller’s employee benefit plans andemployee programs prior to the Effective Time, including benefits with respect to claims incurredprior to the Effective Time but reported after the Effective Time and benefits to employees ontemporary leave of absence for medical purposes or on short term disability immediately prior tothe Effective Time (“Leave Employees”) prior to such Leave Employees beginning work with Purchaser.The Seller shall indemnify and hold the Purchaser harmless from all loss, cost, damage or expense,including reasonable attorneys’ fees, arising as a result of any alleged violation of COBRA or theWorkers Adjustment and Retraining Notification Act to which the Seller is subject or is alleged tobe subject.
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ARTICLE VREPRESENTATIONS AND WARRANTIES OF THE SELLER     The Seller hereby represents and warrants to the Purchaser as follows, which representationsand warranties shall survive the Closing Date as provided in Section 11.4 hereof:     5.1 Corporate Organization. The Seller is a national banking association dulyorganized, validly existing and in good standing under the laws of the United States. The Sellerhas the corporate power and authority to own and operate its properties at the Branch, includingwithout limitation, the Assets, to carry on its business at the Branch as presently conducted, toexecute, deliver and perform this Agreement and to effect the transactions and all relatedagreements contemplated hereby.     5.2 Corporate Authority. The execution and delivery of this Agreement and all relatedagreements by the Seller, and the consummation by the Seller of the transactions contemplatedhereby, have been duly authorized by all necessary corporate actions on the part of the Seller.This Agreement and all related agreements executed and delivered by the Seller pursuant hereto havebeen and will be duly executed by the Seller and constitute and will constitute the valid andbinding obligations of the Seller enforceable against the Seller in accordance with theirrespective terms, subject to the provisions of federal and other applicable bankruptcy, insolvency,reorganization, moratorium, receivership, conservatorship or similar laws relating to or affectingthe enforcement of creditors’ rights generally, now or hereafter in effect, and subject to generalequity principles, which may limit enforcement of certain remedies.     5.3 Assets. (a) Seller has good and marketable title to the Assets, and upon consummation ofthe transactions contemplated herein, Purchaser will have good and marketable title tothe Assets, free and clear of all Liens.  (b) Each Loan is a valid loan enforceable against obligor in accordance with itsterms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights andto general principles of equity; the Seller is the sole owner of each Loan, noparticipation therein having been sold; no Loan is pledged or encumbered; the principalbalance of each Loan as shown on the Seller’s books and records is true and correct asof the last date shown thereon; all Loans (and any notes, other evidences ofindebtedness or security agreements associated therewith) will be transferred to thePurchaser without recourse and without any warranties or representations as to thecollectability of the Loans, the value of the collateral securing the Loans or thecreditworthiness of any maker, guarantors or other obligors thereof.  (c) The Seller has delivered to the Purchaser complete and correct copies of all ofthe Personal Property Leases and Real Property Lease. All such Leases are valid andsubsisting and there does not exist with respect to the Seller’s obligations thereunderany material default or event or condition which, after notice or lapse
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   of time or both, would constitute a material default thereunder. To the knowledgeof the Seller, there is no condemnation proceeding pending or threatened which wouldpreclude or impair the use of the Branch as presently being used in the conduct ofbusiness of the Seller. (d) The Fixed Assets are all of the material tangible assets owned or leased by theSeller and used by it to conduct the business of the Branch as of the date hereof. Thebanking equipment which constitutes a part of the Fixed Assets, taken as a whole, is ingood operating condition and repair, giving consideration to its age and use andsubject to ordinary wear and tear, and will be received in “AS IS” condition, with noother warranties by the Seller as to its condition or future performance, except thosewarranties related to title. The Seller has good and marketable title to said FixedAssets.  (e) No notice of any violation of zoning laws, building or fire codes or otherstatutes, ordinances or regulations relating to the operation of the Branch has beenreceived by the Seller. To Seller’s knowledge, there are no zoning ordinances,material building codes, use or occupancy restrictions pending or, to Seller’sknowledge, threatened with respect to the Branch and to Seller’s knowledge, the Branchhas been operated in all material respects in accordance with applicable laws, rules,and regulations.  (f) The Seller makes no covenant, representation or warranty as to the suitabilityof the Fixed Assets or as to the physical condition thereof for any purpose whatsoever.The Purchaser acknowledges that it has inspected the Fixed Assets, observed theirphysical characteristics and existing conditions, and has been afforded the opportunityto conduct such investigation of the Fixed Assets as it deems necessary for the purposeof acquiring the Fixed Assets, for the Purchaser’s intended use, and the Purchaserhereby waives any and all objections to or claims with respect to any and all physicalcharacteristics and existing conditions of the Fixed Assets. The Purchaser furtheracknowledges and agrees that the Fixed Assets and the Real Property Lease are to beassigned or sold and conveyed to, and purchased and accepted by, the Purchaser in theirpresent condition, “AS IS” and with all faults, and the Purchaser hereby assumes therisk that adverse past, present or future physical characteristics and conditions maynot have been revealed by its inspection or investigation. Seller makes norepresentations or warranties as to the real estate or building where the Branch islocated. Purchaser intends to acquire the building and real estate in a separatetransaction and will rely solely on such documents and to such parties to the agreementfor any representations or warranties relating thereto.     5.4 No Violation. Neither the execution and delivery by the Seller of this Agreementor any related agreements, nor the consummation by the Seller of the transactions contemplatedhereby or thereby, will violate, conflict with or result in a default under (i) the Articles ofAssociation or By-Laws of the Seller, (ii) any provision of any agreement (except for the PersonalProperty Leases) or any other restriction to which the Seller is a party or by which the
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Seller or any of its properties is bound, or (iii) any statute, law, decree, regulation ororder of any governmental authority once the regulatory approvals are obtained.     5.5 Loans. Each Loan was made in the ordinary course of business, was not known to beuncollectible at the time it was made, and accrues interest (except for Loans recorded asnon-accrual) in accordance with the terms of the Loan. Each Loan to be purchased pursuant toSection 1.2 hereof, was made, funded and remains in material compliance with all applicable laws,orders and regulations. To the knowledge of the Seller, the records of the Seller regarding allLoans outstanding are accurate in all material respects and the risk classifications for the Loansoutstanding are, in the best judgment of the management of the Seller, appropriate. Each Loan thatis secured by collateral is secured by a perfected mortgage or security interest in the collateralin favor of Seller as mortgagee or secured party. No collateral has been released from the liengranted to Seller, unless approved by Seller and documented in its files. To the knowledge of theSeller, each Loan is the legal, valid and binding obligation of the obligor and any guarantor,subject to bankruptcy, insolvency, fraudulent conveyance and other law of general applicabilityrelating to or affecting creditors’ rights and to general principles of equity, and no defense,offset or counterclaim has been asserted with respect to any such Loan. Unless approved by Sellerand documented in its files, no material provision of any Loan to be purchased pursuant to thisAgreement has been waived.     5.6 Deposits. All of the Deposit Liabilities were, to the knowledge of Seller, issuedand remain in compliance in all material respects with all applicable laws, orders and regulationsand are insured by FDIC to the maximum extent provided in the rules and regulations of the FDIC,and were acquired in the ordinary course of business. To the knowledge of Seller, no action ispending or threatened by the FDIC with respect to the termination of such insurance. The DepositLiabilities are in all material respects genuine and enforceable obligations of Seller. Thebalance of each deposit account included in the Deposit Liabilities as shown on Seller’s books andrecords as of the close of business on the Closing Date will be true and correct in all materialrespects. To the knowledge of Seller, the Deposit Liabilities are not subject to any claims withrespect to such Deposit Liabilities that are superior to the rights of the persons shown on therecords delivered to Purchaser indicating the owners of the Deposit Liabilities, other than claimsagainst such owners of the Deposit Liabilities, such as state and federal tax liens, garnishmentsand other judgment claims, which have matured or may mature into claims against the respectiveDeposit Liabilities The Seller has the right to transfer or assign each of the Deposit Liabilitiesto the Purchaser subject to receipt of applicable regulatory approvals.     5.7 Statements True and Correct. No representation or warranty made by the Seller norany statement, certificate or instrument furnished or to be furnished to the Purchaser by theSeller pursuant to this Agreement or in connection with the transactions contemplated by thisAgreement, contains or will contain any material untrue statement of fact or omits or will omit tostate a material fact necessary to make the statements therein not misleading. The informationrelating to the Branch provided or to be provided by the Seller will not omit to state a materialfact required to be stated therein or necessary to make such statements contained therein notmisleading.     5.8 Compliance with Laws. To the knowledge of the Seller, the Seller has complied inall material respects with all laws, regulations and orders applicable to the operation of the
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Branch. No notice or warning material to the current business or operations or futureprospects of the Branch has been received from any governmental authority with respect to anyfailure or alleged failure of the Seller to comply in any respect with any law, regulation ororder.     5.9 Environmental Matters. To the knowledge of Seller, there are no present or pastconditions on the Branch involving or resulting from a past or present storage, spill, discharge,leak, emission, injection, escape, dumping or release of any kind whatsoever of any hazardousmaterials or from any generation, transportation, treatment, storage, disposal, use or handling ofany hazardous materials. Seller has not received notice of, nor are there outstanding or, to theknowledge of Seller, pending, any public or private claims, lawsuits, citations, penalties,unsatisfied abatement obligations or notices or orders of non-compliance relating to theenvironmental condition of the Branch. The Branch is not currently undergoing remediation orcleanup of hazardous materials or other environmental conditions. To the Seller’s knowledge, thereis no material environmental defect in or associated with the real property on which the Branch isoperated resulting from actions or omissions to act of the Seller. The Seller has not receivedwritten notification from any person that any hazardous substance, as defined under Section 104(14)of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended(“CERCLA”), has been disposed of, buried beneath, percolated beneath or otherwise exists on theReal Property or the Leased Property.     5.10 Limitation of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,THE SELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THEFIXED ASSETS, REAL PROPERTY OR THE LEASED PROPERTY OR WITH RESPECT TO ANY ASSETS BEING TRANSFERREDTO OR LIABILITIES BEING ASSUMED BY THE PURCHASER, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.     5.11 Litigation. There are no claims, actions, suits or proceedings of any kind inany court or before any governmental authority or arbitration board or tribunal which are pending,or to the knowledge of Seller, threatened or contemplated, against, or otherwise affecting Sellerand/or the Assets or the Deposit Liabilities or other liabilities being assumed by Purchaserhereunder or that challenges the validity or legality of the transactions contemplated by thisAgreement. There is no decree, judgment or order of any kind in existence, against, affecting orrestraining Seller or any of its officers, employees, or directors, from taking any actions of anykind in connection with the performance of this Agreement and the transactions contemplated herein.     5.12 Employee Matters. Except as disclosed on Schedule 5.12, there are no employmentcontracts, change in control agreements, termination benefit agreements or severance agreementsbetween Seller and any of the Employees. Seller is not a party to any contract or arrangement withany union relating to the business conducted at the Branch and Seller is not aware of any pendingorganizational efforts at the Branch. Schedule 5.12 sets forth a true and correct list of any andall bonus or incentive or other compensation arrangements or commitments, other than benefit plansapplicable to all Employees of Seller, for the Employees individually or as a group. Purchaseragrees to keep such information in strictest confidence and
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to confine knowledge of such of its officers and personnel who have a need to know suchinformation in connection with the performance of their respective duties.     5.13 No Broker Fees. The parties represent to each other that no brokers’ fees wereinvolved in arranging this transaction except for the fee due Ryan Beck & Company to be paid bySeller, and that no other broker’s fee or commission is due and payable. Each party will indemnifythe other in the event a broker claims a fee or commission due as a result of this transaction andthe party through which the broker makes a claim shall be responsible for any such claim and shallhold the other party harmless therefrom.     5.14 Taxes. Seller shall be responsible for any and all local, state, federal andforeign tax (“Tax”) liability of any nature or kind whatsoever payable by Seller, relating to orarising from its operations in general or the operations of the Branch in particular, which arose,accrued, were payable or related to the Branch prior to the Effective Time, and no Tax shall attachto, or negatively affect in any manner, Purchaser or the Assets, Deposit Liabilities, Real PropertyLeases, Personal Property Leases, Fixed Assets or any other asset or property acquired or assumedby Purchaser pursuant to this Agreement where the obligation for the payment of such Tax was theresponsibility of Seller.     5.15 Books, Records, Documentation, Etc. To the knowledge of Seller, the books andrecords of the Branch are correct, accurate and complete in all material respects, have beenmaintained in a consistent and customary manner, and are in material compliance with all applicablefederal and state laws and regulations and customary banking practices. The deposit and lendingrelated forms, notices, statements and related documentation, as well as Seller’s policies,procedures and practices with respect thereto used at the Branch, comply in all material respectswith applicable federal and state laws and regulations and customary banking practices.ARTICLE VIREPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER     The Purchaser hereby represents and warrants to the Seller as follows, which representationsand warranties shall survive the Closing Date as provided in Section 11.4 hereof:     6.1 Corporate Organization. The Purchaser is a national banking association dulyorganized, validly existing and in good standing under the laws of the United States of America.The Purchaser has the corporate power and authority to own the Assets being acquired, to assume theliabilities and obligations being assumed hereunder, including, without limitation, the DepositLiabilities and Personal Property Leases, to execute, deliver and perform this Agreement and toeffect the transactions contemplated hereby.     6.2 Corporate Authority. The execution and delivery of this Agreement and all relatedagreements by the Purchaser, and the consummation by the Purchaser of the transactions contemplatedhereby, have been duly authorized by all necessary corporate actions on the part of the Purchaser.This Agreement and all related agreements executed and delivered by the Purchaser pursuant hereto,including, without limitation, all instruments confirming the assumption by the Purchaser of theobligations and liabilities of the Seller contemplated hereby,
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have been and will be duly executed by the Purchaser and constitute and will constitute thevalid and binding obligations of the Purchaser enforceable against the Purchaser in accordance withtheir respective terms, subject to the provisions of federal and other applicable bankruptcy,insolvency, reorganization, moratorium, receivership, conservatorship or similar laws relating toor affecting the enforcement of creditors’ rights generally, now or hereafter in effect, andsubject to general equity principles, which may limit enforcement of certain remedies.     6.3 No Violation. Neither the execution and delivery by the Purchaser of thisAgreement or any related agreements, nor the consummation by the Purchaser of the transactionscontemplated hereby or thereby, will violate, conflict with or result in a default under (i) theArticles of Association or By-Laws of the Purchaser, (ii) any provision of any material agreementor any other material restriction to which the Purchaser is a party or by which the Purchaser orany of its properties is bound, or (iii) any material statute, law, decree, regulation or materialorder of any governmental authority once the regulatory approvals are obtained.ARTICLE VIICONDUCT OF BUSINESS PENDING THE CLOSING DATE     7.1 Conduct of Business. Pending the Closing Date, and except as otherwise consentedto by the Purchaser: (a) The Seller shall carry on the business of the Branch substantially in the samemanner as heretofore, and the Seller shall not, with regard to the Branch, engage inany activities or transactions outside its ordinary course of business as conducted asof the date hereof except for activities or transactions contemplated by thisAgreement, provided however, that the Seller need not, in its sole discretion,advertise or promote new or substantially new customer services in the principal marketarea of the Branch.  (b) The Seller shall use its best efforts to preserve its business operation asconducted at the Branch, maintain generally the employment of Employees at the Branchexcept that the Seller shall not be precluded from making employment-relateddeterminations on a case-by-case basis, preserve for the Purchaser the good will of itscustomers and others doing business with the Branch, not reduce the service charges onany deposit product or fee-based product (*e.g*., money orders, cashier’s checks) unlesssuch reduction is implemented generally in Seller’s other branches, and cooperate withand assist the Purchaser in assuring the orderly transition of such business from theSeller to the Purchaser. Nothing herein shall be construed as requiring the Seller toengage in any activities or efforts outside the ordinary course of business aspresently conducted.  (c) The Seller shall not: (i) grant any increase in compensation or benefits to theemployees or officers of the Branch except as part of the Seller’s normal annualcompensation review process or required by contract or law, which increases shall notexceed 5% in the aggregate for all such employees and officers; (ii) pay any bonusexcept pursuant to the Seller’s normal annual compensation program; or
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   (iii) enter into any severance, change in control or termination benefit agreementswith any Employees or officers at the Branch. (d) Except as may be required by regulatory authorities, Seller shall not, withoutthe prior consent of Purchaser: (i) transfer to Seller’s other offices any Assets;(ii) transfer to Seller’s other offices any Deposit Liabilities (it being understoodthat any deposits not being transferred pursuant hereto are not included in suchprohibition against transfer) except upon the unsolicited request of a depositor in theordinary course of business; (iii) transfer, assign, encumber or otherwise dispose ofor enter into any contract, agreement or understanding, or negotiate with any partywith respect to entering into a contract, agreement or understanding, to transfer,assign, encumber or otherwise dispose of any or all of the Assets or DepositLiabilities except in the ordinary course of business or pursuant to this Agreement;(iv) invest in any fixed assets or improvements to the Branch except for improvementscurrently in progress and except for replacements of furniture, furnishings andequipment purchased or made in the ordinary course of business; (v) enter into anycontract, commitment, lease or other transaction relating to the Branch, which requiresaggregate future payments in excess of $7,500 or (vi) sponsor any promotional programsto increase the deposit liabilities at the Branch or offer interest rates on depositsthat exceed prevailing market rates or offer interest rates on deposits at the Branchthat are more favorable than the rates offered at Seller’s other branch within the samepricing region of the Seller as the Branch.  (e) Loan Review. The Seller shall provide Purchaser the following loanreview opportunities with respect to all loans made at the Branch on or after April 1,2007: (i) With respect to loans made after April 1, 2007, until theexecution of the Agreement, Purchaser shall be provided an opportunity toreview a list of loans made and where requested by Purchaser, shall be entitledto examine Seller’s credit files relating to such loans:  (ii) With respect to loans made after the execution of thisAgreement, Purchaser shall be entitled to exercise the rights as provided in(i) immediately above as to all loans and shall be entitled to as of theEffective Time to accept or reject any loans or renewals in amounts equal to orgreater than One Hundred Thousand Dollars ($100,000.00). If Purchaser has notelected to reject any such loan as of the Effective Time, Purchaser shall bedeemed to have elected to purchase such loan which shall become a loan subjectto all terms and conditions of this Agreement. (f) Successor Trustee. The Seller shall designate a successor trustee,which may be Purchaser (the “Successor Trustee”), as to any IRA or Keogh plan accountconstituting a Deposit Liability, and transfer the trusteeship of all such IRA andKeogh plan accounts to the Successor Trustee as of the Effective Time in form andsubstance acceptable to Purchaser.
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ARTICLE VIIICONDITIONS TO PURCHASER’S OBLIGATIONS     The obligations of the Purchaser to complete the transactions provided for in this Agreementare conditioned upon the fulfillment, at or before the Closing Date, of each of the followingconditions (all or any of which may be waived in whole or in part by the Purchaser except for theconditions in Section 8.5 and 8.8 which cannot be waived by the Purchaser):     8.1 Representations and Warranties True. The representations and warranties made bythe Seller in this Agreement that are qualified by a reference to materiality shall have been trueand correct in all respects when made and shall be true and correct in all respects on and as ofthe Closing Date as though such representations and warranties were made at and as of such timeand, the representations and warranties made by Seller in this Agreement that are not so qualifiedshall have been true and correct in all material respect when made and shall be true and correct inall material respects at and as of the Closing Date as though such representations and warrantieswere made at and as of such time.     8.2 Obligations Performed. The Seller shall have performed and complied in allmaterial respects with all obligations and agreements required by this Agreement to be performed orcomplied with by it prior to or at the Closing Date.     8.3 Certificate of Compliance. The Seller shall have delivered to the Purchaser acertificate of its President or any Executive Vice President, dated at the Closing Date, certifyingthe fulfillment of each of the foregoing conditions.     8.4 No Adverse Litigation. On the Closing Date, no action, suit or proceeding shallbe threatened or pending against the Purchaser or the Seller which might reasonably be expected to(i) materially and adversely affect the business, properties and assets of the Branch or (ii)materially and adversely affect the transactions contemplated by this Agreement.     8.5 Regulatory Approvals. The Purchaser shall have received from the appropriateregulatory authorities all regulatory approvals (i) of the transactions contemplated hereby and(ii) to operate the Branch as branch of Purchaser, and all notice and waiting periods required bylaw shall have passed. The Seller shall not have been notified by any regulatory authority thatdiscontinued operation of the Branch by the Seller would be a violation of any statute, regulationor policy of any regulatory authority, and no proceedings to enjoin, prohibit, restrain, orinvalidate transactions contemplated by this Agreement shall have been instituted or threatened,and any conditions of any regulatory approvals shall have been met. Such regulatory approvalsshall not have imposed any condition which is materially disadvantageous or burdensome toPurchaser.     8.6 Purchase of Real Estate. Purchaser is able to negotiate and execute an agreementsatisfactory to Purchaser for the purchase of the real estate and building where the Branch isoperated.     8.7 Employment Agreement. Purchaser is able to negotiate and execute an employmentagreement with Robert Boss satisfactory to Purchaser.
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     8.8 Approvals. Purchaser shall have obtained approval from the Board of Directors ofPurchaser, the Board of Directors of Park National Corporation and received regulatory approvalfrom the Office of the Comptroller of the Currency. Purchaser shall timely and diligently seeksuch approvals.ARTICLE IXCONDITIONS TO THE SELLER’S OBLIGATIONS     The obligations of the Seller to complete the transactions provided for in this Agreement areconditioned upon the fulfillment, at or before the Closing Date, of each of the followingconditions (all or any of which may be waived by the Seller except for the conditions in Section9.5 which cannot be waived by the Seller):     9.1 Representations and Warranties True. The representations and warranties made bythe Purchaser in this Agreement that are qualified by a reference to materiality shall have beentrue and correct in all respects when made and shall be true and correct in all respects on and asof the Closing Date as though such representations and warranties were made at and as of such timeand, the representations and warranties made by Purchaser in this Agreement that are not soqualified shall have been true and correct in all material respects when made and shall be true andcorrect in all material respects at and as of the Closing Date as though such representations andwarranties were made at and as of such time.     9.2 Obligations Performed. The Purchaser shall have performed and complied in allmaterial respects with all obligations and agreements required by this Agreement to be performed orcomplied with by it prior to or at the Closing Date.     9.3 Certificate of Compliance. The Purchaser shall have delivered to the Seller acertificate of its President or any Executive Vice President, dated at the Closing Date, certifyingthe fulfillment of each of the foregoing conditions.     9.4 No Adverse Litigation. On the Closing Date, no action, suit or proceeding shallbe threatened or pending against the Purchaser or the Seller which might reasonably be expected tomaterially and adversely affect the transactions contemplated by this Agreement.     9.5 Regulatory Approvals. The Purchaser shall have received from the appropriateregulatory authorities all regulatory approvals (i) of the transactions contemplated hereby and(ii) to operate the Branch as branch of Purchaser, and all notice and waiting periods required bylaw shall have passed. The Seller shall not have been notified by any regulatory authority thatdiscontinued operation of the Branch by the Seller would be a violation of any statute, regulationor policy of any regulatory authority, and no proceedings to enjoin, prohibit, restrain, orinvalidate transactions contemplated by this Agreement shall have been instituted.
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ARTICLE XTERMINATION     10.1 Methods of Termination. This Agreement may be terminated in any one of thefollowing ways: (a) at any time on or before the Closing Date by the mutual consent in writing ofthe Purchaser and the Seller;  (b) on the Closing Date by the Purchaser in writing if the conditions set forth inArticle VIII of this Agreement shall not have been met by the Seller or waived inwriting by the Purchaser;  (c) on the Closing Date by the Seller in writing if the conditions set forth inArticle IX of this Agreement shall not have been met by the Purchaser or waived inwriting by the Seller,  (d) at any time on or before the Closing Date by the Purchaser or the Seller inwriting if the other shall have been in breach of any representation or warranty in anymaterial respect (as if such representation or warranty had been made on and as of thedate hereof and on the date of the notice of breach referred to below), or in breach ofany covenant, undertaking or obligation contained herein and such breach has not beencured by the earlier of thirty (30) calendar days after the giving of notice to thebreaching party of such breach or the Closing Date;  (e) by either the Seller or the Purchaser in writing at any time after any of theregulatory approvals has been denied; provided, however, that termination by the Sellerpursuant to this provision shall be subject to Section 5.4 hereof; and  (f) by either the Seller or the Purchaser in writing if the transactionscontemplated hereby are not consummated on or before October 31, 2007, in which casethis Agreement shall be null and void, unless the failure of such occurrence is due tothe failure of the party seeking to so terminate to perform or observe any of itsagreements and conditions set forth herein.     10.2 Procedure Upon Termination. In the event of termination pursuant to Section 10.1hereof, written notice thereof shall forthwith be given to the other party, and this Agreementshall terminate and be null and void upon receipt of such notice immediately unless an extension isconsented to by the party having the right to terminate. If this Agreement is terminated asprovided herein: (a) each party will return to the party furnishing the same all documents, workpapers and other materials of the other party, including photocopies or otherduplications or summaries thereof, relating to the transaction contemplated by thisAgreement, whether obtained before or after the execution hereof;
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 (b) all information received by either party hereto with respect to the business ofthe other party (other than information which is a matter of public knowledge or whichhas heretofore been or is hereafter published in any publication for publicdistribution or filed as public information with any governmental authority) shall notat any time be used for any business purpose by such party or disclosed by such partyto third person; and (c) Each party will pay its own expenses except as set forth in Section 11.5.The requirements of this Section 10.2 shall be deemed to survive the termination of this Agreement.     10.3 Effect of Termination. The termination of this Agreement shall not release anyparty hereto from any liability or obligation to the other party hereto arising from a breach ofany provision of this Agreement occurring prior to the termination hereof.ARTICLE XIMISCELLANEOUS PROVISIONS     11.1 Amendment and Modification. The parties hereto by mutual consent may amend,modify and supplement this Agreement in such manner as may be agreed upon by them in writing.     11.2 Waiver or Extension. Either party by written instrument signed by its dulyauthorized officers may extend the time for the performance of any of the obligations or other actsof the other party and may waive (i) any inaccuracies in the representations or warrantiescontained herein or in any document delivered pursuant hereto or (ii) compliance with any of theundertakings, obligations, covenants or other acts contained herein or in any such documents;provided, however, that neither party may waive the requirement for obtaining the regulatoryapprovals.     11.3 Assignment. This Agreement and all of the provisions hereof shall be bindingupon and inure to the benefit of the parties hereto and their respective successors and permittedassigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shallbe assigned prior to the Closing Date by either of the parties hereto without the prior writtenconsent of the other.     11.4 Survival of Representations and Warranties. The representations, warranties andconditions set out in this Agreement shall not survive beyond eighteen (18) months after theClosing Date except as expressly provided to the contrary herein or unless the context otherwiserequires.     11.5 Payment of Expenses. Except as otherwise specifically provided in thisAgreement, each party hereto shall bear and pay all costs and expenses incurred by it or on itsbehalf in connection with this Agreement and the transactions contemplated hereunder. Except asotherwise expressly provided herein, any expenses, fees and costs necessary for any
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regulatory approvals or for any notice to depositors of the assumption of the DepositLiabilities provided for in this Agreement shall be paid by the Purchaser.     11.6 Breaches of Agreements with Third Parties. If the assignment of any materialclaim, contract, license, lease, or commitment (or any material claim or right or any benefitarising thereunder) without the consent of a third party would constitute a breach thereof ormaterially affect the rights of the Purchaser or the Seller thereunder, then such assignment shallbe made subject to such consent or approval being obtained.     11.7 Addresses for Notices, Etc. All notices, requests, demands, consents and othercommunications provided for hereunder and under the related documents shall be in writing and shallbe deemed to have been duly given when delivered by hand (with written confirmation of receipt), byfacsimile transmission (confirmed in writing) or by registered or certified mail, postage prepaid,to such party at its address or facsimile number set forth below or such other address or facsimilenumber as such party may specify by notice to the parties hereto:       If to the Seller to: D. Michael Kramer    President and Chief Executive Officer    Ohio Legacy Bank N.A.    305 West Liberty Street    Wooster, OH 44691    Facsimile: (330) 263-0063       Copy to: Daniel H. Plumly, Esq.    Critchfield, Critchfield & Johnston, Ltd.    225 N. Market Street    Wooster, OH 44691    Facsimile: (330) 263-9278       If to the Purchaser to: Gordon E. Yance    President and Chief Executive Officer    The First-Knox National Bank of Mount Vernon    One South Main Street    Mount Vernon, OH 43050-1270    Facsimile: (740) 397-3570       Copy to: Elizabeth Turrell Farrar, Esq.    Vorys, Sater, Seymour and Pease LLP    52 East Gay Street    Columbus, OH 43215    Facsimile: (614) 719-4708     11.8 Counterparts. This Agreement may be executed simultaneously in two or morecounterparts, each of which shall be deemed an original, but all of which together shall constituteone and the same instrument.
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     11.9 Headings. The headings of the Sections and Articles of this Agreement areinserted for convenience only and shall not constitute a part hereof.     11.10 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Ohio and applicable federal law.     11.11 Severability. If any provision of this Agreement is invalid or unenforceable,the balance of this Agreement shall remain in effect.     11.12 Third Party Beneficiaries. This Agreement is made and entered into for the soleprotection and benefit of the parties hereto, and no other person, persons, entity or entitiesshall have the right of action hereon, right to claim any right or benefit from the terms containedherein, or be deemed a third party beneficiary hereunder.     11.13 Mutual Assistance. The parties shall reasonably cooperate with each other andshall at their own cost and expense provide reasonable assistance to each other in carrying out theintent of this Agreement.     11.14 Use of the term “Party.” The use of the term “party” is generally used todenote any party to this Agreement, and such term shall be interpreted to mean any signatory tothis Agreement.     11.15 Waiver. No failure on the part of a party to exercise, and no delay inexercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall anysingle or partial exercise of any such right, power or remedy by a party preclude any other orfurther exercise thereof or the exercise of any other right, power or remedy.     11.16 Tax Matters. Purchaser and Seller agree to utilize, or cause their respectiveaffiliates to utilize, the alternate procedure set forth in Revenue Procedure 2004-53 with respectto wage reporting.     11.17 Further Assurances. The parties agree to execute and deliver all such furtherdocuments, instruments and agreements as may be reasonably necessary to consummate the transactionscontemplated by this Agreement.     11.18 Agreement Complete. This Agreement and the schedules hereto contains the entireunderstanding between the parties hereto with respect to the transactions contemplated hereby; allprior negotiations and agreements between the parties hereto are superseded by this Agreement; andthere are no representations, warranties, understandings or agreements other than those expresslyset forth herein, except as modified in writing concurrently herewith or subsequent hereto, whichwriting shall be executed by duly authorized officers of the parties, respectively.
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     11.19 No Construction Against Drafter. This Agreement shall be interpreted to give itfair meaning, and any ambiguity shall not be construed against either party as the primary drafterhereof.[Signatures on following page]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by theirduly authorized officers as of the day and year first written above.      OHIO LEGACY BANK N.A.