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

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) will be made as follows: (a) Seller will 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 aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C (as such schedule is agreed upon by the parties at Closing) under the column entitled "Schedule C Loans – Liberty Bank and Xxxxxxx Story State Bank", less any unearned credit insurance commissions related thereto, as of the close of business on the Closing Date; minus (iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – Xxxxxxx Story State Bank", (as such schedule is agreed upon by the parties at Closing), less (A) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as of the close of business on the Closing Date; minus (v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus (vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus (vii) the amount of Cash on Hand; minus (viii) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (ix) the "Premium," which is an amount equal to the lesser of (A) $5,400,000; or (B) 5.87% of total Deposit Liabilities assumed; plus (x) $5,000, representing a credit to Buyer for the telephones and related switch equipment listed under number 003281 on the fixed asset list attached as Schedule B, which have been excluded as Personal Property hereunder. (b) On the Closing Date, Seller will transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount will be based upon the values of the following as of the close of business on the third business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the book value of the Real Property and Personal Property, aggregate outstanding principal and earned but unpaid interest on the Loans, the Cash on Hand and the Premium (the "Estimated Purchase Price"). (c) On the tenth (10th) 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") will be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 2.04(b) and the Purchase Price calculated in accordance with this Section 2.04. Seller will provide to Buyer a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this Section 2.04(c) will be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) All purchase price calculations are to be calculated in accordance with United States' generally accepted accounting principles, consistently applied ("GAAP"). (e) Until the end of the business day prior to the Closing Date, if any Loan on Schedule C suffers a material adverse event between the date of this Agreement and the Closing Date as determined by Buyer in its reasonable discretion (which includes the occurrence of defaults, bankruptcy filing or occurrence of a material adverse event affecting any obligor or any other event which would result in such Loan being downgraded to substandard, doubtful or loss), Buyer and Seller will use their best efforts to negotiate an appropriate change in the Purchase Price under Section 2.04(a). If the aggregate principal amount of Loans suffering such an adverse event equals or exceeds ten percent of the aggregate principal amount of Loan set forth on Schedule C as of the date of this Agreement, then Buyer and Seller shall negotiate an appropriate change in the Purchase Price under Section 2.04(a) and, if Buyer and Seller cannot agree on such a change, then all such loans will not be considered a Loan purchased hereunder and shall be eliminated from Schedule C.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) will shall be made as follows: (a) Seller will 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 aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C Acquisition Value (as such schedule is agreed upon by the parties at Closingdefined herein) under the column entitled "Schedule C Loans – Liberty Bank and Xxxxxxx Story State Bank", less any unearned credit insurance commissions related thereto, as of the close Assets (exclusive of business the Cash on the Closing DateHand); minus (iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – Xxxxxxx Story State Bank", (as such schedule is agreed upon by the parties at Closing), less (A) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as of the close of business on the Closing Date; minus (v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus (vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus (vii) the amount of Cash on Hand; minus (viiiv) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (ixvi) the "“Premium," ”, which shall be equal to a percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) business days immediately preceding the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is an amount equal to the lesser percentage (expressed in numerical rather than percentage form) of (A) $5,400,000; or (B) 5.87% Seller’s aggregate outstanding principal amount of total Deposit Liabilities assumed; plusLoans sold to Buyer under this Agreement. (xvii) $5,000Notwithstanding anything herein to the contrary, representing a credit the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to Buyer for mutually determine and agree upon the telephones and related switch equipment listed under number 003281 on Loans to be added to or removed from the fixed asset list attached Memorandum Agreement as Schedule B, which have been excluded as Personal Property hereundernecessary to satisfy the requirements of this Section 6.04(a)(vii). (b) On the Closing Date, Seller will shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount will shall be based upon the values of Deposit Liabilities, the following proration amounts, and the Cash on Hand as of the close of business on the third second business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the book value of the Real Property and Personal Property, aggregate outstanding principal and earned but unpaid interest on the Loans, the Cash on Hand and the Premium Date (the "“Estimated Purchase Price"”). (c) On the tenth fifteenth (10th15th) 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"”) will shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 2.04(b) the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller will provide to and Buyer shall agree upon a final closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this Section 2.04(c) will paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) All purchase price calculations are to For purposes of this Agreement, the “Acquisition Value” of the Assets shall be calculated in accordance with United States' generally accepted accounting principles, consistently applied ("GAAP").the sum of the following: (ei) Until the end aggregate outstanding principal and accrued but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business day prior to on the Closing Date, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the fair market value of the Real Property (the “Appraised Value Price”) determined as follows: each of Seller and Buyer shall select an independent appraisal firm having not less than five (5) years experience appraising similar property, and reasonably acceptable to the other party. The Appraised Value Price shall equal the average of the two appraisals; provided, however, that if any Loan the Appraised Value Price as so determined is greater or less than ten percent (10%) of the appraisal of either of Buyer’s or Seller’s appraisal firm, then such two firms shall select a third independent appraisal firm, and the average of the three appraisals shall constitute the Appraised Value Price. Buyer shall pay all costs relating to the appraisal initially obtained by Buyer and Seller shall pay all costs relating to the appraisal initially obtained by Seller. The costs of a third appraisal, if any, shall be shared equally by the parties. Notwithstanding anything in this 2.04(d)(ii) to the contrary, the minimum Appraised Value Price shall be $984,000.; plus (iii) the net book value of the Personal Property as of the close of business on Schedule C suffers a material adverse event between the date of this Agreement and the Closing Date as determined by Buyer in its reasonable discretion (shown on the books and records of Seller, which includes the occurrence of defaults, bankruptcy filing or occurrence of a material adverse event affecting any obligor or any other event which would result in such Loan being downgraded to substandard, doubtful or loss), Buyer and Seller will use their best efforts to negotiate an appropriate change in the Purchase Price under Section 2.04(a). If the aggregate principal amount of Loans suffering such an adverse event equals or exceeds ten percent of the aggregate principal amount of Loan set forth on Schedule C as of the date of this AgreementMarch 31, then Buyer and Seller shall negotiate an appropriate change 2011 is specified in the Purchase Price under Section 2.04(a) and, if Buyer and Seller cannot agree on such a change, then all such loans will not be considered a Loan purchased hereunder and shall be eliminated from Schedule C.B.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) will shall be made as follows: (a) Seller will 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 aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C (as such schedule is agreed upon by the parties at Closing) under the column entitled "Schedule C Loans – Liberty Bank and Xxxxxxx Story State Bank", less any unearned credit insurance commissions a nonrefundable conversion fee equal to $35,000 per branch to offset consideration of Seller's expenses related thereto, as of the close of business on the Closing Dateto data processing conversion; minus (iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – Xxxxxxx Story State Bank", Acquisition Value (as such schedule is agreed upon by the parties at Closing), less (Adefined herein) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as Assets (exclusive of the close of business Cash on the Closing DateHand); minus (v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus (vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus (vii) the amount of Cash on Hand; minus (viiivi) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (ixvii) the "Premium," ", which is an amount shall be equal to the lesser of (A) $5,400,000; or (B) 5.878% of total Deposit Liabilities assumed; plus (x) $5,000, representing a credit to Buyer for the telephones and related switch equipment listed under number 003281 on the fixed asset list attached as Schedule B, which have been excluded as Personal Property hereunderDeposits at Closing. (b) On the Closing Date, Seller will shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount will shall be based upon the values of Deposit Liabilities, the following proration amounts, and the Cash on Hand as of the close of business on the third second business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the book value of the Real Property and Personal Property, aggregate outstanding principal and earned but unpaid interest on the Loans, the Cash on Hand and the Premium Date (the "Estimated Purchase Price"). (c) On the tenth fifteenth (10th15th) 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") will shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 2.04(b) the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller will provide to Buyer shall provide, at Buyer's request, a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this Section 2.04(c) will paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) All purchase price calculations are to For purposes of this Agreement, the "Acquisition Value" of the Assets shall be calculated in accordance with United States' generally accepted accounting principles, consistently applied ("GAAP").the sum of the following: (ei) Until the end aggregate outstanding principal and earned but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business day prior to on the Closing Date, if excluding any Loan on Schedule C suffers a material adverse event between loan loss reserve or general reserve which may be associated with the date of this Agreement and Loans; plus (ii) the Closing Date as determined by Buyer in its reasonable discretion (which includes the occurrence of defaults, bankruptcy filing or occurrence of a material adverse event affecting any obligor or any other event which would result in such Loan being downgraded to substandard, doubtful or loss), Buyer and Seller will use their best efforts to negotiate an appropriate change in the Purchase Price under Section 2.04(a). If the aggregate principal amount of Loans suffering such an adverse event equals or exceeds ten percent appraised value of the aggregate principal amount Real Property of Loan set forth on $212,000 as specified in Schedule C A; plus (iii) the net book value of the Personal Property as of the date close of this Agreementbusiness on the Closing Date, then Buyer and Seller shall negotiate an appropriate change which amount as of April 20, 2001 is specified in the Purchase Price under Section 2.04(a) and, if Buyer and Seller cannot agree on such a change, then all such loans will not be considered a Loan purchased hereunder and shall be eliminated from Schedule C.B.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) will shall be made as follows: (a) Seller will Buyer shall pay to Buyer Seller 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 Acquisition Value (defined herein) of the Deposit LiabilitiesAssets (exclusive of the Cash on Hand); plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) the aggregate outstanding principal and earned but unpaid interest Cash on the Loans set forth on Schedule C (as such schedule is agreed upon by the parties at Closing) under the column entitled "Schedule C Loans – Liberty Bank and Xxxxxxx Story State Bank", less any unearned credit insurance commissions related thereto, Hand as of the close of business on the Closing Date; minusplus (iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – Xxxxxxx Story State Bank", (as such schedule is agreed upon by the parties at Closing), less (A) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as of the close of business on the Closing Date; minus (v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus (vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus (vii) the amount of Cash on Hand; minus (viiiiii) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; plus (iv) the “Premium,” which shall be equal to Four Million One Hundred Thousand Dollars ($4,100,000.00), reduced by (A) fifty percent (50%) of a fractional amount thereof the numerator of which fraction is the amount by which total of the Deposits assumed as of the Closing Date (other than Deposits described on Schedule E-1 as of the Closing Date) are less than $75,000,000.00 and the denominator of which fraction is $75,000,000.00, plus (B) fifty percent (50%) of a fractional amount thereof the numerator of which fraction is the amount by which the total of Loans purchased as of the Closing Date (other than Qualified Excluded Loans) is less than $75,000,000.00, and the denominator of which is $75,000,000.00; minus (ixv) the "Premium," which is an aggregate amount equal to of principal and accrued interest of the lesser of (A) $5,400,000; or (B) 5.87% of total Deposit Liabilities assumedas of the close of business on the Closing Date; plusminus (xvi) $5,000, representing a credit the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer for the telephones and related switch equipment listed under number 003281 on the fixed asset list attached as Schedule B, which have been excluded as Personal Property hereunderBuyer. (b) On the Closing Date, Seller will Buyer shall transfer to BuyerSeller, by wire transfer in immediately available funds to an account designated by BuyerSeller, an amount which Seller estimates to be constitutes an estimate of the amount of the Purchase Price, which estimated amount will shall be based upon the values of the following as of the close of business on the third business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the book value Acquisition Value of the Real Property and Personal Property, aggregate outstanding principal and earned but unpaid interest on the LoansAssets, the Cash on Hand and the Premium calculated as of the close of business on a date no earlier than six (6) business days prior to the Closing Date (the "“Estimated Purchase Price"”). Should the Estimated Purchase Price calculation result in an amount less than zero, the Seller shall transfer the resulting amount by wire transfer in immediately available funds to an account designated by Buyer. (c) On the tenth thirtieth (10th30th) 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"”) will shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 2.04(b) the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller will shall provide to Buyer a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this Section 2.04(c) will paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal ReserveReserve in St. Louis. (d) All purchase price calculations are to For purposes of this Agreement, the “Acquisition Value” of the Assets shall be calculated in accordance with United States' generally accepted accounting principles, consistently applied ("GAAP").the sum of the following: (ei) Until the end aggregate outstanding principal and earned but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business day prior to on the Closing Date, if without any Loan reduction for any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the price agreed upon between Buyer and Seller for the Qualified Excluded Loans, as shown on Seller’s books and records as of the close of business on the Closing Date; plus (iii) the net book value of FOUR MILLION NINE HUNDRED THIRTY-FIVE THOUSAND SEVEN HUNDRED NINETY-SEVEN AND NO/100 DOLLARS ($4,935,797.00) as of June 30, 2009, adjusted to the net book value amount reflected on Seller’s books and records as of the close of business on the Closing Date for the Real Property as specified in Schedule C suffers a material adverse event between A; plus (iv) the net book value of FIVE HUNDRED NINETY-SEVEN THOUSAND ONE HUNDRED FIFTY AND NO/100 DOLLARS ($597,150.00) as of June 30, 2009, adjusted to the net book value amount reflected on Seller’s books and records as of the close of business on the Closing Date and adjusted to the date of this Agreement Closing for additions and the Closing Date as determined by Buyer in its reasonable discretion (which includes the occurrence of defaultsdispositions, bankruptcy filing for stolen, destroyed, lost, inoperable property, or occurrence of a material adverse event affecting any obligor or any other event which would result in such Loan being downgraded for property not suitable for Buyer’s use pursuant to substandard, doubtful or lossSection 1.01(c), Buyer and Seller will use their best efforts to negotiate an appropriate change for the Personal Property as specified in the Purchase Price under Section 2.04(a). If the aggregate principal amount of Loans suffering such an adverse event equals or exceeds ten percent of the aggregate principal amount of Loan set forth on Schedule C as of the date of this Agreement, then Buyer and Seller shall negotiate an appropriate change in the Purchase Price under Section 2.04(a) and, if Buyer and Seller cannot agree on such a change, then all such loans will not be considered a Loan purchased hereunder and shall be eliminated from Schedule C.B.

Calculation and Payment of Purchase Price. The ------------ ----------------------------------------- calculation and payment of the Purchase Price (defined herein) will shall be made as follows: (a) Seller will 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 aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C Acquisition Value (as such schedule is agreed upon by the parties at Closingdefined herein) under the column entitled "Schedule C Loans – Liberty Bank and Xxxxxxx Story State Bank", less any unearned credit insurance commissions related thereto, as of the close Assets (exclusive of business the Cash on the Closing DateHand); minus (iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – Xxxxxxx Story State Bank", (as such schedule is agreed upon by the parties at Closing), less (A) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as of the close of business on the Closing Date; minus (v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus (vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus (vii) the amount of Cash on Hand; minus (viiiv) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (ixvi) the "Premium," ", which is an amount shall be equal to the lesser of (A) $5,400,000; or (B) 5.877% of total Deposit Liabilities assumed; plus the Deposits at Closing (x) exclusive of any public funds and certificates of deposit of more than $5,000100,000), representing a credit to Buyer for provided that such Premium shall not exceed $1,540,000. For purposes of this paragraph 2.04(a)(vi), the telephones and related switch equipment listed under number 003281 calculation of the Premium shall be based on the fixed asset list attached as Schedule B, which have been excluded as Personal Property hereunderfifteen (15) business day average of the Deposits ending on the Closing Date. (b) On the Closing Date, Seller will shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount will shall be based upon on the values of the following applicable balances as of the close of business on the third second business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the book value of the Real Property and Personal Property, aggregate outstanding principal and earned but unpaid interest on the Loans, the Cash on Hand and the Premium Date (the "Estimated Purchase Price"). (c) On the tenth fifteenth (10th15th) 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") will shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 2.04(b) the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller will provide to Buyer shall provide, at Buyer's request, a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this Section 2.04(c) will paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) All purchase price calculations are to For purposes of this Agreement, the "Acquisition Value" of the Assets shall be calculated in accordance with United States' generally accepted accounting principles, consistently applied ("GAAP").the sum of the following: (ei) Until the end aggregate outstanding principal and earned but unpaid interest on the purchased Loans as of the close of business day prior to on the Closing Date; plus (ii) $325,000 for all of the Real Property and Personal Property (including the ATM located at the Foodland grocery store in Rogersville, if any Loan on Schedule C suffers a material adverse event between Alabama) associated with the Rogersville Branch Office; (iii) the appraised value of the Real Property associated with the Mall Branch Office, which appraised value shall be determined by an MAI certified real estate appraiser that performs the majority of its work in Colbert and/or Lauderdale County, Alabama, such appraiser to be selected by Seller by written notice to the Buyer within five (5) days of the date of this Agreement and provided, that if Buyer chooses to obtain another MAI certified appraisal of the Closing Date as Real Property associated with the Mall Branch Office, Buyer shall give notice to Seller of Buyer's desire to obtain a second appraisal within five (5) days after receiving the appraisal prepared by the appraiser selected by Seller. Seller shall provide the appraisal obtained by it to Buyer within fifteen (15) days from the date hereof. If Buyer chooses to obtain a second appraisal, Buyer shall provide the appraisal obtained by it to Seller within thirty (30) days from the date hereof, in which event, the appraised value of the Real Property associated with the Mall Branch Office shall be the average of the appraised values determined by Buyer in its reasonable discretion the two appraisers; plus (which includes iv) Twenty Thousand Dollars ($20,000.00) for the occurrence of defaults, bankruptcy filing or occurrence of a material adverse event affecting any obligor or any other event which would result in such Loan being downgraded to substandard, doubtful or loss), Buyer and Seller will use their best efforts to negotiate an appropriate change in Personal Property associated with the Purchase Price under Section 2.04(a). If the aggregate principal amount of Loans suffering such an adverse event equals or exceeds ten percent of the aggregate principal amount of Loan set forth on Schedule C as of the date of this Agreement, then Buyer and Seller shall negotiate an appropriate change in the Purchase Price under Section 2.04(a) and, if Buyer and Seller cannot agree on such a change, then all such loans will not be considered a Loan purchased hereunder and shall be eliminated from Schedule C.Mall Branch Office.