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) shall be made as follows: (a) The aggregate purchase consideration price shall consist of the sum of two components, the Asset Purchase Price and the Premium (sometimes collectively referred to herein as the "Purchase Price"). The Asset Purchase Price shall equal the sum of: (i) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); plus, (ii) the amount of Cash on Hand; plus (iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer to Seller; minus (iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus (v) the net amount of any prorated items required by Section 2.05 hereof owed by Seller to Buyer. (b) The Premium shall equal an amount equal to seven percent (7%) of the In-Market Deposits at closing. In-Market Deposits shall include all deposits shown on the books of the Seller as attributable to the Branch Office consistent with its historical method of branch allocation, but excluding all public deposits and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansas. In-Market Deposits shall also include such other deposits as the Buyer and Seller shall mutually designate in writing. (c) On the Closing Date, Seller and Buyer shall determine an amount estimated to be the amount of the Asset Purchase Price, which estimated amount shall be based upon the items described in (a) above as of the close of business on the second business day prior to the Closing Date (the "Estimated Asset Purchase Price"). In the event the Asset Purchase Price is greater than zero, then Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount equal to the absolute value of the Estimated Asset Purchase Price. (d) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium. (e) If necessary, 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 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 Asset Purchase Price paid under the preceding paragraph and the Asset Purchase Price calculated in accordance with this Section 2.04. Seller shall provide, at Buyer's request, a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Asset Purchase Price. The Adjustment Payment due to either party pursuant to this 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. (f) For purposes of this Agreement, the "Acquisition Value" of the Assets shall be the sum of the following: (i) the 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, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the net book value of the Real Property as specified on SCHEDULE A; plus (iii) the net book value of the Personal Property as of the close of business on the Closing Date specified in SCHEDULE B; plus (iv) One Dollar ($1.00) for the Records; plus (v) One Dollar ($1.00) for the Assumed Contracts; plus (vi) One Dollar ($1.00) for the Safe Deposit Box Business.

Calculation and Payment of Purchase Price. The calculation ------------ ------------------------------------------ and payment of the Purchase Price (defined herein) shall be made as follows: (a) The aggregate purchase consideration price Seller shall consist pay to Buyer an amount of the sum of two components, the Asset Purchase Price and the Premium cash (sometimes collectively referred to herein as the "Purchase Price"). The Asset Purchase Price shall , in addition to the transfer of Cash on Hand, equal the sum ofto: (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); plus,minus (iiiv) the amount of Cash on Hand; plus (iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer to Seller; minus (iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus (v) the net amount of any prorated items required by Section 2.05 2.06 hereof owed by Seller Buyer to BuyerSeller; minus (vi) the "Premium" which shall be equal to the sum of $15,250,000 representing the aggregate Premium for the Branches. (b) The Premium shall equal an amount equal to seven percent (7%) of the In-Market Deposits at closing. In-Market Deposits shall include all deposits shown on the books of the Seller as attributable to the Branch Office consistent with its historical method of branch allocation, but excluding all public deposits and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansas. In-Market Deposits shall also include such other deposits as the Buyer and Seller shall mutually designate in writing. (c) On the Closing Date, Seller and Buyer shall determine an amount estimated to be the amount of the Asset Purchase Price, which estimated amount shall be based upon the items described in (a) above as of the close of business on the second business day prior to the Closing Date (the "Estimated Asset Purchase Price"). In the event the Asset Purchase Price is greater than zero, then Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount equal which Seller 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, the Cash on Hand and the Premium as of the close of business on the third business day prior to the absolute value of Closing Date (the "Estimated Asset Purchase Price"). (dc) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium. (e) If necessary, 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 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 Asset Purchase Price paid under the preceding paragraph and the Asset Purchase Price calculated in accordance with this Section 2.04. Seller shall provide, at Buyer's request, provide to Buyer a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Asset Purchase Price. The Adjustment Payment due to either party pursuant to this 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. (fd) For purposes of this Agreement, the "Acquisition Value" of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and earned but unpaid interest on the Loans, together with any late charges accrued thereon, and less any unearned credit insurance commissions related thereto, as of the close of business on the Closing Date, excluding net of any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) $ _____________ for the net Real Property and the Personal Property associated with the Branches identified in this Agreement which amount equals the book value of the Real Property as specified on SCHEDULE A; plus (iii) said assets to be determined prior to closing plus the net book value of loan loss reserve or general reserve associated with the Personal Property as of the close of business on the Closing Date specified Loans. There are no loan loss reserves transferred from Seller to Buyer in SCHEDULE B; plus this Agreement. The references in (ivi) One Dollar and ($1.00ii) immediately above are for the Records; plus (v) One Dollar ($1.00) purpose of booking this transaction for accounting purposes only, and do not affect the Assumed Contracts; plus (vi) One Dollar ($1.00) for the Safe Deposit Box Businesspurchase price.

Calculation and Payment of Purchase Price. The calculation ------------ ------------------------------------------ and payment of the Purchase Price (defined herein) for a Purchased Receivable shall be made the face value of such Purchased Receivable less (A) any Discount and Administration Fee in respect of such Receivable and (B) less, but not for the purpose of calculating the Initial Purchase Price, (i) any discount, commission, credit, set-off or other deduction allowed or allowable by the relevant Client to the Customer, (ii) if that Receivable is payable other than in US Dollars, any charges for collecting and/or converting as appropriate in accordance with clause 25.4 (Miscellaneous) and (iii) such other adjustments as FGI is permitted to make in accordance with this Deed, and shall become due and payable, subject to the terms of this Agreement, as follows: (a) The aggregate purchase consideration price shall consist of the sum of two components, the Asset Initial Purchase Price and in respect of any Purchased Receivable shall become due on the Premium (sometimes collectively referred to herein as the "Purchase Price")Date of such Purchased Receivable. The Asset Purchase Price shall equal the sum of: (i) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); plus, (ii) FGI will also record the amount of Cash the Initial Purchase Price on Hand; plus (iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer to Seller; minus (iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus (v) the net amount of any prorated items required by Section 2.05 hereof owed by Seller to BuyerFunds In Use Account. (b) The Premium Deferred Purchase Price in respect of any Purchase Receivable shall equal an amount equal to seven percent (7%) become due upon receipt of amounts in excess of the In-Market Deposits Initial Purchase Price or at closing. In-Market Deposits shall include all deposits shown on the books of time when the Seller as attributable Purchased Receivable becomes a Defaulted Receivable, whereby in the latter case to the Branch Office consistent extent the Default Risk remains with its historical method of branch allocationthe Client, the Deferred Purchase Price shall not be paid but excluding all public deposits be settled in accordance with clause 8.6 (Ineligible Receivables, Default Risk and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansasrepurchase). In-Market Deposits shall FGI will also include such other deposits as the Buyer and Seller shall mutually designate in writing. (c) On the Closing Date, Seller and Buyer shall determine an amount estimated to be record the amount of the Asset Deferred Purchase Price, which estimated amount shall be based upon to the items described in (a) above as extent this is resulting from Customer payments, to the Reserve Account. The Deferred Purchase Price for any of the close of business on the second business day prior Receivables shall only become payable if no other Receivables have become or may become Defaulted Receivables or will be charged as Defaulted Receivables to the Closing Date (Reserve Account. The Reserves established pursuant to the "Estimated Asset Purchase Price"). In the event the Asset Deferred Purchase Price is greater than zero, then Buyer mechanism shall transfer cover all defaults of any and all Purchased Receivables and irrespective of which Client has sold such Receivables to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount equal to the absolute value of the Estimated Asset Purchase PriceFGI. (d) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium. (e) If necessary, 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 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 Asset Purchase Price paid under the preceding paragraph and the Asset Purchase Price calculated in accordance with this Section 2.04. Seller shall provide, at Buyer's request, a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Asset Purchase Price. The Adjustment Payment due to either party pursuant to this 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. (f) For purposes of this Agreement, the "Acquisition Value" of the Assets shall be the sum of the following: (i) the 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, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the net book value of the Real Property as specified on SCHEDULE A; plus (iii) the net book value of the Personal Property as of the close of business on the Closing Date specified in SCHEDULE B; plus (iv) One Dollar ($1.00) for the Records; plus (v) One Dollar ($1.00) for the Assumed Contracts; plus (vi) One Dollar ($1.00) for the Safe Deposit Box Business.

Calculation and Payment of Purchase Price. Seller has provided to Buyer an unaudited Closing Balance Sheet (as set forth in SCHEDULE 2.6), and on the basis of it Seller and Buyer have agreed on an estimated purchase price of Two Million One Hundred Thousand Dollars ($2,100,000) (the "Estimated Purchase Price"), and ninety percent (90%) of that amount will be paid to Seller at the Closing as provided in Section 1.3. The calculation ------------ ------------------------------------------ and payment remaining ten percent (10%) of the Estimated Purchase Price will be held in escrow (defined herein) the "Escrow Amount"), in accordance with the terms of the Escrow Agreement which shall be made substantially in the form attached hereto as follows:EXHIBIT 1.4. The Estimated Purchase Price will be subject to adjustment in accordance with paragraphs (a) and (b) below and in accordance with Section 8.6. The Estimated Purchase Price, if and as so adjusted, will be deemed to be, and will be, the "Purchase Price" for the sale by Seller to Buyer of the Subject Assets, subject to the assumption by Buyer of the Assumed Liabilities, in accordance with the provisions of this Agreement. (a) The aggregate purchase consideration price shall consist Closing Balance Sheet (as set forth in SCHEDULE 2.6 hereof) has been certified by the chief financial officer of the sum Seller. Within ninety (90) days of two componentsthe Closing, Buyer and Buyer's accountants shall verify the correctness of the Closing Balance Sheet. If the actual net worth calculated from the Closing Balance Sheet is less than One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000), the Asset Purchase Price difference between the actual net worth and One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) ("Net Worth Shortfall") will be paid from the Premium (sometimes collectively referred Escrow Amount to herein as the "Purchase Price")Buyer. The Asset Purchase Price If the Escrow Amount is insufficient to fund the Net Worth Shortfall, the Seller shall equal promptly pay the sum of: (i) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); plus, (ii) the amount of Cash on Hand; plus (iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer to Seller; minus (iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus (v) the net amount of any prorated items required by Section 2.05 hereof owed by Seller excess to Buyer. (b) The Premium If the actual net worth calculated from the Closing Balance Sheet is in excess of Two Million Two Hundred Five Thousand Dollars ($2,205,000), the difference between the actual net worth and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall equal an amount equal be paid by Buyer to seven percent (7%) of the In-Market Deposits at closing. In-Market Deposits shall include all deposits shown on the books of the Seller as attributable to the Branch Office consistent with its historical method additional consideration. The net worth amounts of branch allocation, but excluding all public deposits One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansas. In-Market Deposits shall also include such other deposits as the Buyer and Seller shall mutually designate in writing. Two Million Two Hundred Five Thousand Dollars (c$2,205,000) On the Closing Date, Seller and Buyer shall determine an amount estimated to be the amount of the Asset Purchase Price, which estimated amount shall be based upon the items described in calculated without regard to employee-related liabilities assumed by Buyer with respect to Seller's employees that are employed by Buyer. Any payments due from Seller to Buyer under paragraph (a) above and on account of any breach of Seller's representations and warranties as of the close of business on the second business day prior to the Closing Date (Balance Sheet shall be taken first from the "Estimated Asset Purchase Price"). In Escrow Amount, and if such payments exceed the event the Asset Purchase Price is greater than zeroEscrow Amount, then Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer promptly pay the excess to Buyer. All disputes, claims or controversies under this Section 1.4 which are not resolved by wire transfer in immediately available funds to an account designated by Buyer, an amount equal to the absolute value of the Estimated Asset Purchase Price. (d) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium. (e) If necessary, 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") mutual agreement 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 Asset Purchase Price paid resolved under the preceding paragraph and the Asset Purchase Price calculated in accordance with this Section 2.04. Seller shall provide, at Buyer's request, a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Asset Purchase Price. The Adjustment Payment due to either party pursuant to this 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 party9.11. (f) For purposes of this Agreement, the "Acquisition Value" of the Assets shall be the sum of the following: (i) the 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, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the net book value of the Real Property as specified on SCHEDULE A; plus (iii) the net book value of the Personal Property as of the close of business on the Closing Date specified in SCHEDULE B; plus (iv) One Dollar ($1.00) for the Records; plus (v) One Dollar ($1.00) for the Assumed Contracts; plus (vi) One Dollar ($1.00) for the Safe Deposit Box Business.

Calculation and Payment of Purchase Price. The calculation ------------ ------------------------------------------ and payment of consideration to be paid by Purchaser to Seller for the Purchase Price (defined herein) shall be made as follows: (a) The aggregate purchase consideration price Acquired Assets shall consist of the sum of two components, the Asset Purchase Price and the Premium (sometimes collectively referred to herein as the "Purchase Price"). The Asset Purchase Price shall equal the sum of: (i) cash in the Acquisition Value amount of One Million Dollars (defined herein$1,000,000) as xxxxxxx money (the “Xxxxxxx Money”) payable on the date hereof into an escrow account established at a mutually acceptable financial institution pursuant to an escrow agreement in substantially the form of Exhibit B (the “Purchaser Escrow Agreement“). The Xxxxxxx Money shall secure all of the Assets obligations of FirstBank and Purchaser under this Agreement, including, without limitation, the Contingent Cash Payment. Seller shall also pay cash in the amount of One Million Dollars (exclusive $1,000,000) (the “Seller Deposit”) on the date hereof into an escrow account at the same financial institution engaged in connection with the Purchaser Escrow Agreement pursuant to an escrow agreement in substantially the form of Exhibit C (the “Seller Escrow Agreement”). The Seller Deposit shall secure all obligations of Seller under this Agreement. The Xxxxxxx Money and the Seller Deposit shall be deposited and invested in high quality investments as provided in the Purchaser Escrow Agreement and the Seller Escrow Agreement. Any Xxxxxxx Money, including earnings, if any, on such funds, not paid to satisfy Seller claims will be returned to Purchaser following the final Contingent Cash Payment, or earlier in accordance with the terms of the Purchaser Escrow Agreement. Any Seller Deposit, including earnings, if any, on such funds, not paid to satisfy Purchaser claims will be returned to Seller following the final Contingent Cash on Hand); plus,Payment, or earlier in accordance with the terms of the Seller Escrow Agreement; (ii) the amount of Cash on Hand; plus (iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer cash, payable at Closing to Seller; minus (iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus (v) the net amount of any prorated items required by Section 2.05 hereof owed by Seller to Buyer. (b) The Premium shall equal , in an amount equal to seven percent the book value of all Mortgage Loans (7%taking into account and including the carrying value of all related servicing rights) as set forth on Schedule 1.1(c) of the In-Market Deposits at closing. In-Market Deposits shall include all deposits shown on the books of the Seller as attributable to the Branch Office consistent with its historical method of branch allocation, but excluding all public deposits Disclosure Schedules and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansas. In-Market Deposits shall also include such other deposits as the Buyer and Seller shall mutually designate in writing. (c) On the Closing Date, Seller and Buyer shall determine an amount estimated to be the amount of the Asset Purchase Price, which estimated amount shall be based upon the items described in (a) above updated as of the close of business on the second business day last Business Day prior to the Closing Date and the book value (the "Estimated Asset Purchase Price"). In the event the Asset Purchase Price is greater than zero, then Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount equal to the absolute value net of depreciation) of all Equipment and Leasehold Improvements set forth on Schedule 1.1(b) of the Estimated Asset Purchase Price. (d) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium. (e) If necessary, 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 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 Asset Purchase Price paid under the preceding paragraph Disclosure Schedules and the Asset Purchase Price calculated in accordance with this Section 2.04. Seller shall provide, at Buyer's request, a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Asset Purchase Price. The Adjustment Payment due to either party pursuant to this 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. (f) For purposes of this Agreement, the "Acquisition Value" of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and earned but unpaid interest on the Loans, together with any late charges accrued thereon, updated as of the close of business on the last Business Day prior to the Closing Date, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the net book value of the Real Property as specified on SCHEDULE A; plus; (iii) the net book value of the Personal Property Pipeline Loan Payment as of the close of business on the Closing Date specified defined in SCHEDULE B; plusSection 1.5(b); (iv) One Dollar ($1.00) for the Records; plusContingent Cash Payment as defined in Section 1.5(c). Such amount is to be paid no later than December 15, 2004; (v) One Dollar ($1.00) for the Assumed Contractsbook value of all outstanding Colonial Participation Interests; plusand (vi) One Dollar ($1.00) for any Proration Items known at the Safe Deposit Box BusinessClosing Date and determined as provided in Section 5.5. The aggregate amount paid to Seller under this Section 1.5, as adjusted, together with any remaining Proration Items, is referred to in this Agreement as the “Final Purchase Price“. The Parties agree and acknowledge that the Xxxxxxx Money will be credited against Purchaser’s other payment obligations in connection with the Final Purchase Price, and that all settlements of the payments due hereunder from the paying Party shall be made net of any corresponding payments due, at each payment date from the receiving Party.