A Purchase and Assumption Agreement is a legal contract between two parties that involves the purchase of certain assets from one party, and the assumption of certain liabilities by the other party. This type of agreement is generally used when one party wants to acquire certain assets and liabilities of another party, without the need to create a new legal entity. There are two main types of Purchase and Assumption Agreements: the Bank Purchase and Assumption Agreement and the Chapter 11 Purchase and Assumption Agreement. The Bank Purchase and Assumption Agreement is used when a bank is taking over the assets and liabilities of another bank. It is a common agreement used in mergers and acquisitions. The Chapter 11 Purchase and Assumption Agreement is used when a company is going through a reorganization process, and one party is purchasing the assets and liabilities of the company. This type of agreement is often used in bankruptcy proceedings. In both types of Purchase and Assumption Agreements, the purchaser must agree to assume all the liabilities of the seller, including any outstanding debts, taxes, and legal liabilities. The agreement also outlines the purchase price, the nature of the assets to be transferred, and any contingencies that must be met before the agreement is finalized.