KEENAN, District Judge:
The following facts are not in dispute. In 1999, Connecticut Bank of Commerce ("CBC"), having assets of approximately $89 million, entered into a Purchase and Assumption Agreement (the "P & A Agreement") to acquire MTB Bank ("MTB"), a New York bank with approximately $299 million in assets. CBC purchased substantially all of MTB's assets, including its factoring unit. This transaction required Federal...
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