Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets in the manner set forth in Exhibit 2.3 attached hereto (the "Allocation").Purchaser desires to acquire the Business and assets of Seller on and subject to the terms and conditions of this Agreement. An Asset Purchase involves the buyer acquiring specific assets and liabilities of the target company, rather than purchasing the entity as a whole. The covenant not to compete contained in the Asset Purchase Agreement was not a device or scheme for transferring the `good will' of Fulton. Fulton Bank, NA (Fulton), has acquired substantially all of the assets and assumed substantially all of the deposits of Republic First Bank. You can appeal property values to the Board of Assessors and the appeal must be in writing or via online appeal filing.