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 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. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data, Records and documentation 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) transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto), calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”). In the event Purchaser disagrees with or disputes the calculation of the Adjusted Payment Amount, it shall notify Seller in writing not later than five (5) Business Days after receipt of the statement. In the event the disagreement or dispute cannot be resolved through discussions among the parties within the next five (5) Business Days following sending of the notice, Purchaser or Seller will then have their CFO’s discuss and attempt to resolve the issue. In the event a dispute still exits, Purchaser and Seller may pursue any legal remedies available to it to contest the Adjusted Payment Amount.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 15th tenth (10th) day following the Closing Date, Seller shall deliver to Purchaser a statement substantially in the form attached as Exhibit F hereto (the “Final Statement”) setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof thereto as set forth in Section 3.5), and (ii) the amount of Deposit Account Liabilities (including Accrued Interest thereon) and each component thereof, transferred to Purchaser in each case as of the close of business on the Closing Date. Seller , and shall make available to Purchaser and/or its representatives such work papers, schedules schedules, and other supporting data, Records and documentation data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement Final Statement shall also set forth the amount by which the aggregate balance of the Deposit Account Liabilities (including Accrued Interest thereon) transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto), calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”). In the event Purchaser disagrees with or disputes the calculation of the Adjusted Payment Amount, it The Final Statement shall notify Seller in writing not later than five (5) Business Days after receipt of the statement. In the event the disagreement or dispute cannot be resolved through discussions among the parties within the next five (5) Business Days following sending of the notice, Purchaser or Seller will then have their CFO’s discuss become final and attempt to resolve the issue. In the event a dispute still exits, binding on Purchaser and Seller may pursue on the earlier of (i) the date it is approved by Purchaser by written notice to Seller or (ii) at 5:00 p.m. Eastern Time on the tenth (10th) Business Day after it is delivered by Seller to Purchaser unless, within such ten (10) Business Day period, Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any legal remedies available item included in such Final Statement. Seller and Purchaser shall use their commercially reasonable efforts to it resolve any disagreement during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement is not resolved during such ten (10) Business Day period, the dispute shall be referred to contest an independent accounting firm mutually acceptable to Seller and Purchaser, and such Final Statement shall be modified, if required, by the Adjusted Payment Amount.independent accounting firm and thereupon such Final Statement shall become final and binding. Purchaser and Seller shall share equally the cost of any independent accounting firm. 4832-5501-9850v.12 0058243-000353

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon Eastern time on the 15th thirtieth (30th) day following the Closing Date, or the next following Business Day, 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. Seller shall make available to Purchaser and/or and its representatives such work papers, schedules and other supporting data, Records and documentation 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 Account Liabilities (including Accrued Interest thereon) transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto)) or the Purchase Price exceeded the aggregate balance of the Liabilities (including Accrued Interest thereon) transferred to the Purchaser as the case may be, calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”)Date. In the event Purchaser disagrees with or disputes the calculation of the Adjusted Payment Amount, it shall notify Seller in writing not later than five twenty (520) Business Days after receipt of the statement. In the event the disagreement or dispute cannot be resolved through discussions among the parties within the next five ten (510) Business Days following sending of the notice, Purchaser the parties shall submit the dispute to mediation, as a condition precedent to litigation or Seller will then have their CFO’s discuss arbitration, using an experienced commercial mediator acceptable to both parties, and attempt to resolve the issuewhose costs shall be jointly shared. In the event a dispute still exitsrecommendation of the mediator is not accepted or forthcoming by the fiftieth (50th) Business Day after receipt of the statement, Purchaser and Seller either party may pursue any legal remedies available to it to contest the Adjusted Payment Amount.