Common use of Calculation and Payment of Purchase Price Clause in Contracts

Calculation and Payment of Purchase Price. (a) On or prior to July 21, 2008, the Company shall cause to be prepared and delivered to Parent a reasonably detailed statement (the “Estimated Purchase Price Statement”) containing (i) a good-faith estimate of the Equity Value and the calculation thereof, including the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Schedule), and (ii) the Company’s calculation of the Per Share Merger Consideration (based on the Company’s good-faith estimate of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement shall be based upon the books and records of the Company and its subsidiaries and other information then available and shall be accompanied by written acknowledgments executed by the executive employees listed in Section 3.2(a) of the Company Disclosure Schedule (the “Designated Executives”) of the amounts that the Company or the Surviving Corporation will be obligated to pay each of them in connection with such termination, as such amounts are set forth in Section 3.2(a) of the Company Disclosure Schedule (the “Specified Termination Payments”). Between the date of delivery of the Estimated Purchase Price Statement and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement and the Final Purchase Price Statement as the Company shall determine to be necessary in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent. (b) The Company shall provide Parent with reasonable access to all books, records, manuals and other materials and information of the Company and its subsidiaries, including, without limitation, customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality-control records and all research and development files, wherever located (collectively, the “Records”), and the employees and accountants of the Company and its subsidiaries to enable Parent to review any working papers, trial balances and similar materials relating to the Estimated Purchase Price Statement prepared by or on behalf of the Company. If Parent agrees in writing with the Estimated Purchase Price Statement (or fails to contest it in accordance with the next paragraph), such estimated statement will be, subject to the last sentence of Section 3.2(c), the “Final Purchase Price Statement.” (c) If Parent contests any portion of the Estimated Purchase Price Statement within seven days of receipt, the parties shall discuss and negotiate in good faith to resolve any dispute and agree upon the Final Purchase Price Statement. The parties shall use all reasonable efforts to resolve such dispute within 10 days. If the parties are unable to resolve such dispute prior to the day before the date on which the Proxy Statement is first mailed to the stockholders of the Company (the “Mailing Date”), (i) such dispute shall be submitted for resolution to a nationally-recognized independent registered public accounting firm reasonably satisfactory to both Parent and the Company (the “Neutral Firm”), which firm shall determine the Final Purchase Price Statement, (ii) the Proxy Statement shall include the Company’s good-faith estimate of the Per Share Merger Consideration until such time as the Neutral Firm determines a Per Share Merger Consideration that differs from such estimate, whereupon the Proxy Statement shall be corrected or supplemented to reflect such figure as the Neutral Firm determines and (iii) the date of the Stockholders Meeting shall be delayed accordingly but in no event for more than the number of days necessary to (A) resolve the dispute, (B) prepare and distribute to the Company’s stockholders any disclosure supplementing the Proxy Statement and (C) in accordance with the Exchange Act, allow such stockholders sufficient time to reconsider their investment decision in light of such disclosure. The determination of the Final Purchase Price Statement by the Neutral Firm shall be conclusive and binding on both Parent and the Company. The Company agrees to provide the Neutral Firm all reasonable cooperation and access to the Records and employees of the Company and its subsidiaries reasonably requested by the Neutral Firm for use in determining the Final Purchase Price Statement. The fees and disbursements of the Neutral Firm shall be allocated equally between Parent and the Company, and the Company’s share of such fees and disbursements shall be included in Company Transactional Expenses. (d) The Per Share Merger Consideration shall be the Per Share Merger Consideration amount reflected in the Final Purchase Price Statement. (e) Following the Closing, upon surrender to the Paying Agent of a Certificate or of Book-Entry Shares, together with the letter of transmittal described in Section 2.4(b), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Paying Agent shall distribute to the person in whose name such Certificate or Book-Entry Share is registered a check or wire transfer in an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the number of Shares represented by such Certificate or Book-Entry Shares.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) On or prior The “Purchase Price” shall be an amount equal to July 21the following, 2008, with the Company shall cause appropriate value of each category of asset and liability to be prepared and delivered to Parent a reasonably detailed statement (calculated as of the “Estimated Purchase Price Statement”) containing close of business on the Closing Date: (i) a good-faith estimate the aggregate amount of the Equity Value principal of and accrued interest on the calculation thereof, including the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Schedule), and Deposit Liabilities; plus (ii) the Company’s calculation amount of Withholding Obligations, if any, assumed by Buyer pursuant to Section 1.02(b) hereof; minus (iii) a deposit premium in the amount of 5.5% of the Per Share Merger Consideration Deposit Liabilities; minus (based on iv) the Company’s good-faith estimate book value of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, Assets as reflected in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement shall be based upon the books and records of Seller in accordance with generally accepted accounting principles, consistently applied; minus (v) the Company and its subsidiaries and other information then available and shall be accompanied by written acknowledgments executed by amount of Cash on Hand; minus (vi) the executive employees listed in Section 3.2(a) amount of overdrafts on deposits as of the Company Disclosure Schedule Closing Date; plus or minus, as applicable, (vii) the net amount of any prorated items required by Section 2.05 to be paid by either party to the other party. (b) If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the second business day prior to the Closing Date (the “Designated ExecutivesMeasurement Date”) ), is a positive number, then on the Closing Date Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, such amount. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the amounts that close of business on the Company Measurement Date, is a negative number, then on the Closing Date Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, such amount (the amount so transferred by Buyer or the Surviving Corporation will be obligated to pay each of them in connection with such terminationSeller, as the case may be, is referred to herein as the “Estimated Purchase Price”). (c) If necessary, on the fifteenth (15th) business day after the Closing Date or such amounts are set forth earlier date as may be agreed to in Section 3.2(a) of writing by the Company Disclosure Schedule parties (the “Specified Termination PaymentsAdjustment Payment Date”). Between , an adjustment payment (the date of delivery “Adjustment Payment”) shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any difference between the amount of the Estimated Purchase Price Statement paid pursuant to the preceding paragraph and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement and calculated as of the Final Purchase Price Statement as close of business on the Company shall determine to be necessary Closing Date in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent. (b) The Company accordance with this Section 2.04. Seller shall provide Parent with reasonable access a proposed closing statement to all books, records, manuals and other materials and information Buyer reflecting the calculation of the Company and its subsidiaries, including, without limitation, customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality-control records and all research and development files, wherever located (collectively, the “Records”), and the employees and accountants of the Company and its subsidiaries to enable Parent to review any working papers, trial balances and similar materials relating Adjustment Payment relative to the Estimated Purchase Price Statement prepared by or on behalf of the Company. If Parent agrees in writing with the Estimated Purchase Price Statement (or fails to contest it in accordance with the next paragraph)Price, such estimated statement will be, subject to the last sentence of Section 3.2(c), the “Final Purchase Price Statement.” (c) If Parent contests any portion of the Estimated Purchase Price Statement within seven days of receipt, the parties shall discuss and negotiate in good faith to resolve any dispute and agree upon the Final Purchase Price Statement. The parties shall use all a reasonable efforts to resolve such dispute within 10 days. If the parties are unable to resolve such dispute time prior to the day before Adjustment Payment Date, and Buyer shall have a reasonable opportunity to review and verify the date items reflected on which the Proxy Statement is first mailed such statement. The Adjustment Payment due to the stockholders of the Company (the “Mailing Date”), (i) such dispute either party pursuant to this paragraph shall be submitted paid to such party by the other party on the Adjustment Payment Date by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon for resolution to a nationally-recognized independent registered public accounting firm reasonably satisfactory to both Parent and the Company (period from the “Neutral Firm”), which firm shall determine the Final Purchase Price Statement, (ii) the Proxy Statement shall include the Company’s good-faith estimate of the Per Share Merger Consideration until such time as the Neutral Firm determines a Per Share Merger Consideration that differs from such estimate, whereupon the Proxy Statement shall be corrected or supplemented to reflect such figure as the Neutral Firm determines and (iii) Closing Date through the date of the Stockholders Meeting shall be delayed accordingly but in no event for more than the number of days necessary to (A) resolve the disputepayment, (B) prepare and distribute calculated at a rate equal to the Company’s stockholders any disclosure supplementing the Proxy Statement and (C) in accordance with the Exchange Act, allow such stockholders sufficient time to reconsider their investment decision in light of such disclosure. The determination average of the Final Purchase Price Statement by high and low bids for Federal Funds as reported in the Neutral Firm shall be conclusive and binding Wall Street Journal on both Parent and the Company. The Company agrees to provide Closing Date or, if none, on the Neutral Firm all reasonable cooperation and access date immediately prior to the Records and employees of the Company and its subsidiaries reasonably requested by the Neutral Firm for use in determining the Final Purchase Price Statement. The fees and disbursements of the Neutral Firm shall be allocated equally between Parent and the Company, and the Company’s share of Closing Date on which such fees and disbursements shall be included in Company Transactional Expenses. (d) The Per Share Merger Consideration shall be the Per Share Merger Consideration amount reflected bids were reported in the Final Purchase Price StatementWall Street Journal. (e) Following the Closing, upon surrender to the Paying Agent of a Certificate or of Book-Entry Shares, together with the letter of transmittal described in Section 2.4(b), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Paying Agent shall distribute to the person in whose name such Certificate or Book-Entry Share is registered a check or wire transfer in an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the number of Shares represented by such Certificate or Book-Entry Shares.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) Seller shall pay to Buyer an amount of cash (the “Purchase Price”), in addition to the transfer of Cash on Hand, equal to: (i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minus (iv) the amount of Cash on Hand; minus (v) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (vi) the “Premium”, which shall be equal to 1.77% of the average daily balance of the Deposit Liabilities for the ten (10) business days immediately preceding the Closing Date. (b) On or the Closing Date, Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller reasonably in good faith estimates to be the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, the Acquisition Value of the Assets, and the Premium as of the close of business on the third (3rd) business day prior to July 21, 2008, the Company shall cause to be prepared and delivered to Parent a reasonably detailed statement Closing Date (the “Estimated Purchase Price StatementPrice”). (c) containing On the Adjustment Payment Date (i) a good-faith estimate of the Equity Value and the calculation thereof, including the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Scheduleas defined below), and (ii) the Company’s calculation of the Per Share Merger Consideration (based on the Company’s good-faith estimate of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement shall be based upon the books and records of the Company and its subsidiaries and other information then available and shall be accompanied by written acknowledgments executed by the executive employees listed in Section 3.2(a) of the Company Disclosure Schedule an adjustment payment (the “Designated ExecutivesAdjustment Payment”) of the amounts that the Company shall be made either by Seller to Buyer or the Surviving Corporation will be obligated by Buyer to pay each of them in connection with such terminationSeller, as such amounts are set forth in Section 3.2(a) of appropriate, so as to correct any discrepancy between the Company Disclosure Schedule (the “Specified Termination Payments”). Between the date of delivery amount of the Estimated Purchase Price Statement paid under the preceding paragraph and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement calculated in accordance with Section 2.04(a). Seller and Buyer shall prepare a closing statement which reflects the Final Purchase Price Statement as the Company shall determine to be necessary in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent. (b) The Company shall provide Parent with reasonable access to all books, records, manuals and other materials and information calculation of the Company and its subsidiaries, including, without limitation, customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality-control records and all research and development files, wherever located (collectively, the “Records”), and the employees and accountants of the Company and its subsidiaries to enable Parent to review any working papers, trial balances and similar materials relating Adjustment Payment relative to the Estimated Purchase Price Statement prepared by or on behalf of within thirty (30) business days after the CompanyClosing Date. If Parent agrees in writing with the Estimated Purchase Price Statement (or fails Buyer and Seller are unable to contest it in accordance with the next paragraph), such estimated statement will be, subject to the last sentence of Section 3.2(c), the “Final Purchase Price Statement.” (c) If Parent contests any portion of the Estimated Purchase Price Statement within seven days of receipt, the parties shall discuss and negotiate in good faith to resolve any dispute and agree upon the Final Purchase Price Statement. The parties closing statement within such thirty (30) business days, the closing statement, or so much thereof as has been prepared by the parties, shall use all reasonable efforts be submitted to resolve such dispute within 10 days. If the parties are unable to resolve such dispute prior to the day before the date on which the Proxy Statement is first mailed to the stockholders of the Company Xxxx, Xxxxxx, Xxxxx & Ford, P.S.C. (the “Mailing DateIndependent Accountant”), (i) such dispute shall be submitted for resolution to a nationally-recognized independent registered public accounting firm reasonably satisfactory to both Parent along with objections thereto and the Company (the “Neutral Firm”), which firm supporting documentation from each of Buyer and Seller. The Independent Accountant shall determine the Final Purchase Price Statement, and Adjustment Payment based on the terms of this Agreement and such determination shall be final and binding. The “Adjustment Payment Date” shall be the fifth (ii5th) business day after the Proxy Statement shall include the Company’s good-faith estimate completion and approval of the Per Share Merger Consideration until such time as closing statement by Buyer and Seller or the Neutral Firm determines a Per Share Merger Consideration that differs from such estimate, whereupon written determination by the Proxy Statement Independent Accountant. The Adjustment Payment due to either Seller or Buyer pursuant to this paragraph shall be corrected paid to Seller or supplemented Buyer (as applicable) on or before the Adjustment Payment Date by the payor party by wire transfer in immediately available funds to reflect such figure as an account designated by the Neutral Firm determines and (iii) payee party, with interest thereon from the Closing Date through the date of payment at a rate equal to the Stockholders Meeting effective Federal Funds rate as published by the Federal Reserve. Buyer and Seller shall be delayed accordingly but in no event for more than provide one another and the number of days Independent Accountant with access to all books and records necessary to (A) resolve determine the dispute, (B) prepare Adjustment Payment. Each of Seller and distribute to the Company’s stockholders any disclosure supplementing the Proxy Statement and (C) in accordance with the Exchange Act, allow such stockholders sufficient time to reconsider their investment decision in light of such disclosure. The determination Buyer shall pay one-half of the Final Purchase Price Statement by the Neutral Firm shall be conclusive and binding on both Parent and the Company. The Company agrees to provide the Neutral Firm all reasonable cooperation and access to the Records and employees of the Company and its subsidiaries reasonably requested by the Neutral Firm for use in determining the Final Purchase Price Statement. The fees and disbursements of the Neutral Firm shall be allocated equally between Parent and the Company, and the CompanyIndependent Accountant’s share of such fees and disbursements shall be included in Company Transactional Expensesfees. (d) The Per Share Merger Consideration shall be the Per Share Merger Consideration amount reflected in the Final Purchase Price Statement. (e) Following the Closing, upon surrender to the Paying Agent of a Certificate or of Book-Entry Shares, together with the letter of transmittal described in Section 2.4(b), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Paying Agent shall distribute to the person in whose name such Certificate or Book-Entry Share is registered a check or wire transfer in an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the number of Shares represented by such Certificate or Book-Entry Shares.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) On or prior Buyer shall pay to July 21, 2008, the Company shall cause to be prepared and delivered to Parent a reasonably detailed statement Seller an amount of cash (the “Estimated "Purchase Price Statement”Price") containing equal to: (i) a good-faith estimate the Acquisition Value (defined herein) of the Equity Value Assets; (ii) plus, a premium of $34,000,000.00 (the "Premium"); (iii) plus, the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; (iv) minus, the aggregate amount of principal and accrued interest on the calculation thereofDeposit Liabilities; (v) minus, including the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer. If the Purchase Price calculated pursuant to the foregoing formula is a negative amount, then Seller shall pay to Buyer the absolute value of such Purchase Price. (b) On the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount which Seller and Buyer estimate to be the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Schedule)Purchase Price, and (ii) the Company’s calculation of the Per Share Merger Consideration (based on the Company’s good-faith estimate of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement which estimated amount shall be based upon the books and records actual or good faith estimates of the Company and its subsidiaries and other information then available and foregoing amounts as of the close of business on the third business day prior to the Closing Date (the "Estimated Purchase Price"). (c) On the fifteenth (15th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the "Adjustment Payment Date"), an adjustment payment (the "Adjustment Payment") shall be accompanied made either by written acknowledgments executed Seller to Buyer or by the executive employees listed in Section 3.2(a) of the Company Disclosure Schedule (the “Designated Executives”) of the amounts that the Company or the Surviving Corporation will be obligated Buyer to pay each of them in connection with such terminationSeller, as such amounts are set forth in Section 3.2(a) of appropriate, so as to correct any discrepancy between the Company Disclosure Schedule (the “Specified Termination Payments”). Between the date of delivery amount of the Estimated Purchase Price Statement paid under the preceding paragraph and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement and the Final Purchase Price Statement as the Company shall determine to be necessary calculated in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent. (b) The Company accordance with this Section 2.04. Seller shall provide Parent with reasonable access to all books, records, manuals and other materials and information Buyer a closing statement which reflects the calculation of the Company and its subsidiaries, including, without limitation, customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality-control records and all research and development files, wherever located (collectively, the “Records”), and the employees and accountants of the Company and its subsidiaries to enable Parent to review any working papers, trial balances and similar materials relating Adjustment Payment relative to the Estimated Purchase Price Statement prepared Price. The Adjustment Payment due to either party pursuant to this paragraph shall be paid to such party on the Adjustment Payment Date by or on behalf of the Company. If Parent agrees other party by wire transfer in writing immediately available funds to an account designated by the payee party, with interest thereon from the Estimated Purchase Price Statement (or fails to contest it in accordance with Closing Date through the next paragraph), such estimated statement will be, subject Adjustment Payment Date at a rate equal to the last sentence of Section 3.2(c), the “Final Purchase Price Statement.” (c) If Parent contests any portion of the Estimated Purchase Price Statement within seven days of receipt, the parties shall discuss and negotiate in good faith to resolve any dispute and agree upon the Final Purchase Price Statement. The parties shall use all reasonable efforts to resolve such dispute within 10 days. If the parties are unable to resolve such dispute prior to the day before the date on which the Proxy Statement is first mailed to the stockholders of the Company (the “Mailing Date”), (i) such dispute shall be submitted for resolution to a nationally-recognized independent registered public accounting firm reasonably satisfactory to both Parent and the Company (the “Neutral Firm”), which firm shall determine the Final Purchase Price Statement, (ii) the Proxy Statement shall include the Company’s good-faith estimate of the Per Share Merger Consideration until such time effective Federal Funds rate as the Neutral Firm determines a Per Share Merger Consideration that differs from such estimate, whereupon the Proxy Statement shall be corrected or supplemented to reflect such figure as the Neutral Firm determines and (iii) the date of the Stockholders Meeting shall be delayed accordingly but in no event for more than the number of days necessary to (A) resolve the dispute, (B) prepare and distribute to the Company’s stockholders any disclosure supplementing the Proxy Statement and (C) in accordance with the Exchange Act, allow such stockholders sufficient time to reconsider their investment decision in light of such disclosure. The determination of the Final Purchase Price Statement published by the Neutral Firm shall be conclusive and binding on both Parent and the Company. The Company agrees to provide the Neutral Firm all reasonable cooperation and access to the Records and employees of the Company and its subsidiaries reasonably requested by the Neutral Firm for use in determining the Final Purchase Price Statement. The fees and disbursements of the Neutral Firm shall be allocated equally between Parent and the Company, and the Company’s share of such fees and disbursements shall be included in Company Transactional ExpensesFederal Reserve. (d) The Per Share Merger Consideration For purposes of this Agreement, the "Acquisition Value" of the Assets shall be the Per Share Merger Consideration amount reflected in sum of the Final Purchase Price Statement.following: (e) Following the Closing, upon surrender to the Paying Agent of a Certificate or of Book-Entry Shares, together with the letter of transmittal described in Section 2.4(b), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Paying Agent shall distribute to the person in whose name such Certificate or Book-Entry Share is registered a check or wire transfer in an amount equal to (i) the Per Share Merger Consideration multiplied by aggregate outstanding principal and earned but unpaid interest on the Loans, together with any late charges accrued thereon as of the close of business on the Closing Date, determined in accordance with generally accepted accounting principals consistently applied ("GAAP"); (ii) the number Cash on Hand as of Shares represented by such Certificate or Book-Entry Sharesthe close of business on the Closing Date; (iii) plus, the net book value of the Real Property and Personal Property on Seller's books as of the end of the month immediately preceding the month in which the Closing Date occurs, determined in accordance with GAAP; (iv) minus, $400,000 (the agreed loan loss reserve transfer).