Common use of Adjustment of Estimated Payment Amount Clause in Contracts

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”). Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount by which the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”).

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Capitalsource Inc), Purchase and Assumption Agreement (Fremont General Corp)

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Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th 15th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Account Liabilities (including Accrued Interest thereon) and each component thereof, transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount by which the aggregate balance of the Deposit Account Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser), as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”).

Appears in 1 contract

Samples: Purchase Agreement (Great Lakes Bancorp, Inc.)

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th thirtieth (30th) day following the Closing Date, Seller shall deliver to Purchaser a statement (the "Final Closing Statement") setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof (including with respect to the Loans a Schedule as of the close of business on the Closing Date of the Loans (the "Final Loan Schedule")) and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate balance of the Deposit Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”)Date.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Enterprise Bancorp Inc /Ma/)

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th 15th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth (i) the Adjusted Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Account Liabilities (including Accrued Interest thereon) and each component thereof, transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount by which the aggregate balance of the Deposit Account Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Adjusted Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser), as the case may be, in each case calculated as of the close of business on the Closing Date in accordance with the provisions hereof, including, without limitation Section 3.3 (the “Adjusted Payment Amount”).

Appears in 1 contract

Samples: Purchase Agreement (First Niagara Financial Group Inc)

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Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th thirtieth (30th) day following the Closing Date, Seller Sovereign shall deliver to Purchaser a statement (which statement to be based upon the corresponding statement to be delivered by FNB to Sovereign pursuant to the Fleet/Sovereign P&A Agreement) setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred with respect to Purchaser the Loans a Schedule as of the close of business on the Closing Date of the Loans (the “Closing Statement”"Final Loan Schedule")) and (ii) the amount of the Deposit Liabilities assumed by Purchaser at the Closing. Seller Sovereign shall use its commercially reasonable efforts to cause FNB to agree to make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate balance (including Accrued Interest thereon) amount of the Deposit Liabilities transferred to assumed by Purchaser at the Closing exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”)or such other date as required by this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Independent Bank Corp)

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