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 tenth business day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth the amount of the Deposit Liabilities and cash and cash equivalents held in the Branches and the Purchase Price as determined in accordance with the provisions of this Agreement as of the close of business on the Closing Date and shall make available such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable it to verify such determination. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount of such Deposit Liabilities exceeded the aggregate of the Purchase Price and such cash and cash equivalents, calculated as of the close of business on the Closing Date. (b) On or before 12:00 noon on the fifteenth business day after the Closing Date, Seller shall pay to Purchaser by wire transfer of immediately available Federal Funds to Purchaser's Account an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to the Seller by wire transfer of immediately available Federal Funds to such account as Seller shall advise Purchaser an amount equal to such excess, plus interest from the Closing Date to but excluding the payment date.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon noon, Eastern Time, on the tenth business thirtieth (30th) day following the Closing Date, Seller Sellers 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 the Deposit Liabilities and cash and cash equivalents held in the Branches and the Purchase Price as determined in accordance with the provisions of this Agreement as of the close of business on the Closing Date Date, and shall make available to Purchaser such work papers, schedules schedules, and other supporting data as Purchaser may be reasonably requested by Purchaser request to enable it Purchaser to verify such determinationdeterminations. Such statement shall also set forth the amount (the "“Adjusted Payment Amount"”) by which the amount aggregate balance of such the Deposit Liabilities exceeded the aggregate of the Purchase Price (including all adjustments and such cash and cash equivalents, prorations thereto) calculated as of the close of business on the Closing Date. (b) On or before 12:00 noon noon, Eastern Time, on the fifteenth business forty-fifth (45th) day after following the Closing Date, Seller Sellers shall pay to Purchaser by wire transfer of immediately available Federal Funds funds to Purchaser's Account ’s Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount for the period from the Closing Date to, but excluding, the date on which Sellers’ remit the excess amount to but excluding the payment date, at the Federal Funds Rate Purchaser; or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to the Seller Sellers by wire transfer of immediately available Federal Funds funds to such account as Seller Sellers shall advise Purchaser Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate on such excess amount for the period from the Closing Date to, but excluding, the date on which Purchaser remits the excess amount to but excluding the payment dateSellers.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the tenth business 30th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth the amount of the Deposit Liabilities and cash and cash equivalents held in the Branches and (i) the Purchase Price as determined in accordance (including all adjustments and prorations thereto) and each component thereof (including with respect to the provisions of this Agreement 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. 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 it Purchaser to verify such determinationdeterminations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount aggregate balance of such the Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser exceeded the aggregate of the Purchase Price (including all adjustments and such cash and cash equivalentsprorations thereto), calculated as of the close of business on the Closing DateDate (the "Adjusted Payment Amount"). (b) On or before 12:00 noon on the fifteenth business 60th day after following the Closing Date, Seller shall pay to Purchaser or Purchaser shall pay to Seller, as the case may be, by wire transfer of immediately available Federal Funds to Purchaser's Account funds, an amount equal to the excess of difference between the Adjusted Payment Amount over and the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount from the Closing Date to to, but excluding excluding, the payment date. Any payment or refund pursuant to this Section 3.3(b) shall be treated, at the Federal Funds Rate orfor all purposes, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay as an adjustment to the Seller by wire transfer of immediately available Federal Funds to such account as Seller shall advise Purchaser an amount equal to such excess, plus interest from the Closing Date to but excluding the payment datePurchase Price.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the tenth business day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth the amount of the items of proration, as provided in Section 3.5, Deposit Liabilities and cash and cash equivalents held in the Branches and the Purchase Price as determined in accordance with the provisions of this Agreement as of the close of business on the Closing Date and shall make available such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable it to verify such determination. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount of such Deposit Liabilities Liabilities, exceeded the aggregate of the Purchase Price and such cash and cash equivalents, equivalents calculated as of the close of business on the Closing Date. (b) On or before 12:00 noon on the fifteenth business day after the Closing Date, Seller shall pay to Purchaser by wire transfer of immediately available Federal Funds to Purchaser's Account an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to the Seller by wire transfer of immediately available Federal Funds to such account as Seller shall advise Purchaser an amount equal to such excess, plus interest from the Closing Date to but excluding the payment date.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the tenth business thirtieth (30th) day following the Closing Date, Seller Sellers shall deliver to Purchaser a statement setting forth the amount of the Deposit Liabilities and cash and cash equivalents held in the Branches and (i) the Purchase Price as determined in accordance (including all adjustments and prorations thereto) and each component thereof (including with respect to the provisions of this Agreement 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 the Average Daily Balance. Sellers 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 it Purchaser to verify such determinationdeterminations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount of such Deposit Liabilities Average Daily Balance exceeded the aggregate of the Purchase Price (including all adjustments and such cash and cash equivalents, prorations thereto) calculated as of the close of business on the Closing DateDate or such other date as required by this Agreement. (b) On or before 12:00 noon on the fifteenth business sixtieth (60th) day after following the Closing Date, Seller FNB shall pay to Purchaser by wire transfer of immediately available Federal Funds funds to Purchaser's Account Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to the Seller FNB by wire transfer of immediately available Federal Funds funds to such account as Seller FNB shall advise Purchaser Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date to but excluding the payment date. Any payment or refund pursuant to this Section 3.3(b) shall be treated, for all purposes, as an adjustment to the Purchase Price.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the tenth business (10th) day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser a statement substantially in the form attached as Exhibit G hereto (the "Final Statement") setting forth (i) the amount Purchase Price (including all adjustments and prorations thereto) and each component thereof, and (ii) the aggregate balance of the Deposit Liabilities Liabilities, the unearned revenue applicable to the Safe Deposit Agreements and cash and cash equivalents held all escrow amounts relating to the Loans, in the Branches and the Purchase Price as determined in accordance with the provisions of this Agreement each case as of the close of business on the Closing Date Date, and shall make available to Purchaser such work papers, schedules schedules, and other supporting data as may be reasonably requested by Purchaser to enable it Purchaser to verify such determinationdeterminations. Such statement Final Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount sum of such Deposit Liabilities exceeded the aggregate balance of the Deposit Liabilities, the unearned revenue applicable to the Safe Deposit Agreements and all escrow amounts relating to the Loans exceeded the Purchase Price (including all adjustments and such cash and cash equivalents, prorations thereto) calculated as of the close of business on the Closing Date. (b) On or before 12:00 noon on the fifteenth business (15th) day after following the Closing Date, Seller shall pay to Purchaser by wire transfer of immediately available Federal Funds funds to Purchaser's Account Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to the Seller by wire transfer of immediately available Federal Funds funds to such account as Seller shall advise Purchaser Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date to but excluding the payment date.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon Noon on the tenth business day fifth (5th) Business Day following the Closing Date, Seller shall deliver to Purchaser a statement "Statement of Purchase Price and Deposit Liabilities" setting forth the amount of Purchase Price (including all adjustments and prorations thereto) and each component thereof and the Deposit Liabilities Liabilities, Advance Accounts and cash and cash equivalents held in the Branches and the Purchase Price as determined in accordance with the provisions of this Agreement Overdrafts as of the close of business on the Closing Date and shall make available such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable it to verify such determination. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount aggregate balance of such the Deposit Liabilities exceeded the aggregate of the Purchase Price (including all adjustments and such cash and cash equivalents, prorations thereto) calculated as of the close of business on the Closing Date. (b) On or before 12:00 noon Noon on the fifteenth business day tenth (10th) Business Day after the Closing Date, Seller shall pay to Purchaser by wire transfer of immediately available Federal Funds to Purchaser's Account an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest on such excess amount from the Closing Date to to, but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to the Seller by wire transfer of immediately available Federal Funds to such account as Seller shall advise Purchaser Seller's Account an amount equal to such excess, plus interest from the Closing Date to to, but excluding the payment date, at the Federal Funds Rate.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the tenth business 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 the Deposit Account Liabilities (including Accrued Interest thereon) and cash and cash equivalents held in the Branches and the Purchase Price as determined in accordance with the provisions of this Agreement each component thereof, transferred to Purchaser as of the close of business on the Closing Date and 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 it Purchaser to verify such determinationdeterminations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the amount aggregate balance of such the Deposit Account Liabilities (including Accrued Interest thereon) transferred to Purchaser exceeded the aggregate of the Adjusted Purchase Price (including all adjustments and such cash and cash equivalentsprorations thereto), calculated as of the close of business on the Closing DateDate in accordance with the provisions hereof, including, without limitation Section 3.3 (the “Adjusted Payment Amount”). (b) On or before 12:00 noon on the fifteenth business 30th day after following the Closing Date, Seller shall pay to Purchaser or Purchaser shall pay to Seller, as the case may be, by wire transfer of immediately available Federal Funds to Purchaser's Account funds, an amount equal to the excess of difference between the Adjusted Payment Amount over and the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate, as of the Closing Date, on such excess amount from the Closing Date to to, but excluding excluding, the payment date. Any payment or refund pursuant to this Section 4.5(b) shall be treated, at the Federal Funds Rate orfor all purposes, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay as an adjustment to the Seller by wire transfer of immediately available Federal Funds to such account as Seller shall advise Purchaser an amount equal to such excess, plus interest from the Closing Date to but excluding the payment datePurchase Price.