Common use of Final Closing Statement Allocation of Fees and Expenses and Post Closing Adjustment Clause in Contracts

Final Closing Statement Allocation of Fees and Expenses and Post Closing Adjustment. (a) Not later than thirty (30) Business Days after the Closing Date, Seller shall deliver to Purchaser a statement, substantially in the form of Exhibit 3.3, showing the calculation of the Purchase Price as of the Effective Time, and prepared using the same methodologies, criteria and practices used in the preparation of the Closing Statement, and reflecting the Purchased Assets and Assumed Liabilities, on the Final Schedules (the “Final Closing Statement”); provided that, (i) in relation to the Premium amount, the balances, inclusive of interest and fees, of the Assumed Deposits shall be reconciled with the balance of Assumed Deposits set forth in the final conversion file referenced in Section 7.12(a), and (ii) the amount of the Net Book Value of the Purchased Loans reflected on such Final Closing Statement shall include the Accrued Interest and Fees for each Purchased Loan as reconciled with the final conversion file referenced in Section 7.12(a). Seller shall afford Purchaser and its directors, officers, employees, accountants, attorneys and advisors reasonable access to all relevant work papers, books, records, facilities, personnel, schedules and any other documentation used by Seller, its Affiliates or its directors, officers, employees, accountants and advisors in preparing the updated Branch financial information, Schedules to be delivered pursuant to Section 3.3(c), Final Schedules, Closing Statement and Final Closing Statement, and to any other information which Purchaser reasonably requests in connection with its review thereof, and Seller shall, and shall cause its Subsidiaries to, cooperate reasonably with Purchaser and its Affiliates and their respective representatives in connection therewith. (b) In connection with delivery of the Final Closing Statement, Seller shall deliver to Purchaser updated versions of the following schedules, so that they are presented as of the Effective Time (such schedules, collectively, the “Final Schedules”): Assumed Contracts Schedule, Assumed Deposits Schedule, Security Deposits Schedule and Purchased Loans Schedule. The Final Schedules will be prepared by Seller using the same methodologies, criteria and practices used by Seller to prepare the Schedules delivered in connection with this Agreement. (c) Except as otherwise provided herein, to effect the intention of the parties that the revenue and fees and expenses associated with the Transferred Business will be for the account of Seller up to the Effective Time and thereafter will be for the account of Purchaser, all fees and expenses with respect to the Transferred Business that related to both the period before and the period after the Effective Time, will be prorated between Purchaser, on the one hand, and Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective Time. Each of Seller and Purchaser will cooperate and provide supporting information to determine the amount and proration of such fees or expenses. Any necessary payments to reflect such proration shall be reflected in the Final Closing Statement. To the extent that any fees or expenses described in this Section 3.4(c) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective Time. (d) Except as otherwise expressly provided herein, the determination of the Final Closing Statement will be final and binding on the parties hereto, unless, within thirty (30) Business Days after receipt by Purchaser of the Final Closing Statement, Purchaser notifies Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser. Such accounting firm will be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm will be final and binding on the parties hereto. The costs and expenses of the accounting firm shall be allocated between Purchaser and Seller based upon the percentage of the dollar value of the disputed amounts (as submitted to the accounting firm) determined in favor of the other party by the accounting firm bears to the dollar value contested by such party. For example, if Purchaser submits a disagreement to the Final Closing Statement to the accounting firm for $1,000, and Seller contests only $500 of the amount claimed by Purchaser, and if the accounting firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the accounting firm will be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Purchaser. (e) Not later than the second (2nd) Business Day following the determination of the Final Closing Statement, Seller and Purchaser will effect the transfer of any funds as may be necessary to reflect differences between the Closing Statement and the Final Closing Statement and resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate; provided, however, that if Purchaser timely provides the disagreement notice referred to in Section 3.4(d), within two (2) Business Days of the date of such notice, Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect the undisputed portion of the Final Closing Statement and the resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate.

Final Closing Statement Allocation of Fees and Expenses and Post Closing Adjustment. (a) Not later As soon as reasonably practicable, but in no event more than thirty sixty (3060) Business Days after days following the USVI Closing Date, Seller Purchaser shall deliver to Purchaser Seller a statement, statement substantially in the form included in the Sample Closing Statement Schedule, calculated as of Exhibit 3.3the USVI Effective Time, and prepared in accordance with the sample calculation included in the Sample Closing Statement Schedule (including using the same methodologies and procedures described in the Sample Closing Statement Schedule and used in the calculations set forth in the Sample Closing Statement Schedule), showing the calculation of (1) the Purchase Price as of the USVI Effective Time (such amount, the “Final Purchase Price”), (2) the aggregate Net Book Value of the Assumed Liabilities as of the USVI Effective Time and (3) the resulting Closing Payment as of the USVI Effective Time, and prepared using the same methodologies, criteria and practices used allocation of any amounts in the preparation of the Closing Statement, and reflecting the Purchased Assets and Assumed Liabilities, on the Final Schedules accordance with Section 3.3(b) (the “Final Closing Statement”); provided that, (i) in relation to the Premium amount, the balances, inclusive of interest each case accompanied by reasonably detailed calculations thereof and fees, reasonable supporting documentation. In connection with Purchaser’s preparation of the Assumed Deposits shall be reconciled with the balance of Assumed Deposits set forth in the final conversion file referenced in Section 7.12(a), and (ii) the amount of the Net Book Value of the Purchased Loans reflected on such Final Closing Statement shall include but subject to the Accrued Interest and Fees for each Purchased Loan as reconciled with the final conversion file referenced in last sentence of this Section 7.12(a). Seller shall afford Purchaser and its directors, officers, employees, accountants, attorneys and advisors reasonable access to all relevant work papers, books, records, facilities, personnel, schedules and any other documentation used by Seller, its Affiliates or its directors, officers, employees, accountants and advisors in preparing the updated Branch financial information, Schedules to be delivered pursuant to Section 3.3(c3.3(a), Final Schedules, Closing Statement and Final Closing Statement, and to any other information which Purchaser reasonably requests in connection with its review thereof, and Seller shall, and shall cause its Subsidiaries Affiliates to, cooperate reasonably with Purchaser afford Purchaser, Purchaser’s Affiliates and Purchaser’s Representatives reasonable access to all books, records, work papers, documentation and supporting data, used in connection with, and to any employees and accountants of Seller or any of its Affiliates and their respective representatives involved in, the preparation of the Estimated Closing Statement. During the Review Period (as defined below), in connection therewith. (b) In connection with delivery Seller’s review of the Final Closing Statement, Seller but subject to the last sentence of this Section 3.3(a), Purchaser shall, and shall deliver causes its Affiliates to, afford Seller, Seller’s Affiliates and Seller’s Representatives reasonable access to Purchaser updated versions all books, records, work papers, employees and accountants involved in, the preparation of the following schedulesFinal Closing Statement. Notwithstanding the foregoing, so that they are presented (i) any information provided pursuant to this Section 3.3(a) shall be subject to Section 6.6 and (ii) nothing set forth in this Section 3.3(a) or Section 3.3(c) shall require Seller, Purchaser or any of their respective Affiliates or Representatives to disclose to any Person, including the Accounting Firm (as defined below), (x) any information if providing such information could reasonably be expected to jeopardize any attorney-client privilege or would violate applicable Law or (y) any work papers of its auditors unless and until the Effective Time (Person receiving such schedules, collectively, the “Final Schedules”): Assumed Contracts Schedule, Assumed Deposits Schedule, Security Deposits Schedule information has signed a customary confidentiality and Purchased Loans Schedule. The Final Schedules will be prepared by Seller using the same methodologies, criteria hold harmless agreement relating to such work papers in form and practices used by Seller substance reasonably acceptable to prepare the Schedules delivered in connection with this Agreementsuch auditors. (cb) Except as otherwise provided hereinin this USVI Purchase Agreement, to effect the intention all items of the parties that the revenue income, operating expenses, prepayments and fees and expenses associated with the Transferred Business will be for the account of Seller up relating to the Effective Time Purchased Assets and thereafter will be for the account of PurchaserAssumed Liabilities, all fees and expenses with respect whether accrued or prepaid on or prior to the Transferred Business USVI Closing Date (including wages, salaries, rents, equipment charges, safe deposit fees, utility payments, and any bank insurance fund fees, premiums or assessments) (“Prorated Items”) that related relate to both the period before Pre-Closing Period and the period after Post-Closing Period and that are not otherwise reflected in the Effective TimeFinal Closing Statement, will shall be prorated between PurchaserSeller, on the one hand, and SellerPurchaser, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the USVI Effective Time. Each of Seller and Purchaser will cooperate and provide all supporting information necessary to determine the amount and proration of such fees or expensesProrated Items. Any necessary payments to reflect such proration shall be reflected in the Final Closing Statement. To the extent that any fees or expenses Prorated Items described in this Section 3.4(c3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that Seller and Purchaser each pays its appropriate share of any such fee or expenseProrated Items, depending upon whether such fee or expense relates Prorated Items relate to the period before or after the USVI Effective Time. (dc) Except as otherwise expressly provided hereinin this Section 3.3(c), the determination of the Final Closing Statement Statement, and each component thereof, including the amount of the Closing Payment set forth therein, will be final and binding on the parties heretoparties, unless, within thirty (30) Business Days days after receipt by Purchaser Seller of the Final Closing StatementStatement (the “Review Period”), Seller shall notify Purchaser notifies Seller in writing (a “Dispute Notice”) of its disagreement with any amount included therein or omitted therefrom, in which each case, if solely on the parties basis of (i) mathematical error or (ii) the Final Closing Statement or any amount therein or component thereof not being prepared or calculated in accordance with the terms of this USVI Purchase Agreement (each, a “Permitted Objection”). The Dispute Notice must be accompanied by reasonable supporting documentation and set forth in reasonable detail the basis for each Permitted Objection and the specific adjustments to the applicable items set forth in the Final Closing Statement which Seller proposes should be made. If, during the Review Period, Seller so submits a Dispute Notice, and Seller and Purchaser are unable to resolve the disputed items Permitted Objections set forth in the Dispute Notice within ten fifteen (1015) Business Days of following the receipt by Seller Purchaser of notice of the Dispute Notice (including all such disagreementreasonable supporting documentation), such unresolved items shall (the “Disputed Items”) will be referred to, promptly thereafter, and determined by a nationally recognized independent accounting firm selected by mutual written agreement between of Seller and PurchaserPurchaser (the “Accounting Firm”). Such accounting firm The Accounting Firm will be instructed have authority to resolve only the disputed items within Disputed Items and shall make its determination based solely on written submissions to the Accounting Firm by the parties and their respective Representatives or any oral presentations requested by the Accounting Firm but, in any event, not by independent investigation. Within ten (10) Business Days following the submission of engagement, any Disputed Items to the extent reasonably practicableAccounting Firm, Seller and Purchaser shall concurrently deliver supporting documentation (in writing) to the Accounting Firm (with a copy to the other party). The parties agree that all communications with or to the Accounting Firm will include the other party and that there will be no ex parte communications with the Accounting Firm (including with the personnel of the Accounting Firm assigned to resolve such disputes) with respect to any Disputed Items. The parties shall instruct the Accounting Firm to render its decision resolving such Disputed Items within fifteen (15) Business Days after such written submissions (or, if later, the date of any oral presentation requested by the Accounting Firm), resolving only those Disputed Items specifically submitted to the Accounting Firm. In resolving any Disputed Item, the Accounting Firm: (1) will be bound by the applicable provisions set forth in this USVI Purchase Agreement, including the applicable definitions, (2) will limit its review to the Disputed Items submitted to the Accounting Firm in the written submissions of the parties hereto and shall not investigate matters independently, (3) will not undertake to resolve any dispute regarding the legal interpretation of this USVI Purchase Agreement and (4) will not assign to any individual item a value greater than the greatest value, or lower than the lowest value, for such individual item claimed by any party hereto. The fees and disbursements of the Accounting Firm will be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining Disputed Items so submitted to the Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such Disputed Items so submitted. The parties agree that the resolution of disputes with respect to the calculations and amounts set forth in the Final Closing Statement (including the calculation of the Closing Payment and the allocation of any amounts in accordance with Section 3.3(b)) (x) will be governed, solely and exclusively, by the procedures set forth in this Section 3.3(c), except that nothing set forth in this Section 3.3(c) will preclude any party from commencing any action, suit or proceeding to compel specific performance of this Section 3.3(c) or to enforce the determination of such accounting firm the Accounting Firm and (y) will be final conclusive and binding on the parties heretowhen rendered by the Accounting Firm, except, in each case, in the case of fraud, intentional misconduct or manifest error. The costs and expenses of the accounting firm shall be allocated between Purchaser and Seller based upon the percentage of the dollar value of the disputed amounts (as submitted Notwithstanding anything in this USVI Purchase Agreement to the accounting firm) determined in favor of contrary, the other party by the accounting firm bears to the dollar value contested by such party. For example, if Purchaser submits a disagreement to the Final Closing Statement to the accounting firm for $1,000, Accounting Firm will act as an expert and Seller contests only $500 of the amount claimed by Purchaser, and if the accounting firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the accounting firm will be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Purchasernot an arbitrator. (ed) Not later than the second Within ten (2nd10) Business Day days following the determination of the Final Closing Statement, Seller and Purchaser will effect the transfer of any funds as may be necessary to reflect differences between the Closing Statement and the Final Closing Statement and resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate; provided, however, that if Purchaser timely provides the disagreement notice referred to in Section 3.4(d), within two (2) Business Days of the date of such notice, Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect the undisputed portion of differences between the Estimated Closing Statement and the Final Closing Statement and the resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate.

Final Closing Statement Allocation of Fees and Expenses and Post Closing Adjustment. (a) Not later than thirty (30) Business Days after the Closing Date, Seller shall deliver to Purchaser a statement, substantially in the form of Exhibit 3.3, showing the calculation of the Purchase Price as of the Effective Time, and prepared using the same methodologies, criteria and practices used in the preparation of the Closing Statement, and reflecting the Purchased Assets and Assumed Liabilities, on the Final Schedules (the “Final Closing Statement”); provided that, (i) in relation to the Premium amountamount described in Section 3.1(a), the balances, inclusive of interest and fees, balances of the Assumed Deposits (inclusive of Accrued Interest and Fees) shall be reconciled with the balance of Assumed Deposits set forth in the final conversion file referenced in Section 7.12(a7.11(a)), and (ii) the amount of the Net Book Value of the Purchased Loans reflected on such Final Closing Statement shall include the Accrued Interest and Fees for each Purchased Loan as reconciled with the final conversion file referenced in Section 7.12(a7.11(a). Subject to Seller’s policies for addressing the COVID-19 pandemic, Seller shall afford Purchaser and its directors, officers, employees, accountants, attorneys and advisors reasonable access to all relevant work papers, books, records, facilities, personnel, schedules and any other documentation used by Seller, its Affiliates or its directors, officers, employees, accountants and advisors advisors, in preparing the updated Branch Transferred Business financial information, Schedules to be delivered pursuant to Section 3.3(c3.2(c), Final Schedules, Closing Statement and Final Closing Statement; provided that such access and the conditions thereof shall be in Seller’s sole and reasonable discretion and in all respects in accordance with Seller’s internal privacy, retention and to any other information which Purchaser applicable policies and procedures; and provided further, that Seller shall reasonably requests in connection with its review thereof, and Seller shall, and shall cause its Subsidiaries to, cooperate reasonably with Purchaser and its Affiliates and their respective representatives in connection therewith. (b) In connection with delivery of the Final Closing Statement, Seller shall deliver to Purchaser updated versions of the following schedules, so that they are presented as of the Effective Time (such schedules, collectively, the “Final Schedules”): Assumed Contracts Schedule, Assumed Deposits Schedule, Security Deposits Purchased Loans Schedule, Purchased Intellectual Property Schedule and Purchased Loans Personal Property Schedule. The Final Schedules will be prepared by Seller using the same methodologies, criteria and practices used by Seller to prepare the Schedules delivered in connection with this Agreement. (c) Except as otherwise provided herein, to effect the intention of the parties that the revenue and fees and expenses (including third-party and internal fees and expenses) associated with the Transferred Business will be for the account of Seller up to the Effective Time and thereafter will be for the account of Purchaser, all fees and expenses with respect to the Transferred Business that related to both the period before and the period after the Effective Time, will be prorated between Purchaser, on the one hand, and Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective Time. Each of Seller and Purchaser will cooperate and provide supporting information to determine the amount and proration of such fees or expenses. Any necessary payments to reflect such proration shall be reflected in the Final Closing Statement. To the extent that any fees or expenses described in this Section 3.4(c3.3(c) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective Time. (d) Except as otherwise expressly provided herein, the determination of the Final Closing Statement will be final and binding on the parties hereto, unless, within thirty (30) Business Days after receipt by Purchaser of the Final Closing Statement, Purchaser notifies Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser. Such accounting firm will be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm will be final and binding on the parties hereto. The costs and expenses of the accounting firm shall be allocated between Purchaser and Seller based upon the percentage of the dollar value of the disputed amounts (as submitted to the accounting firm) determined in favor of the other party by the accounting firm bears to the dollar value contested by such party. For example, if Purchaser submits a disagreement to the Final Closing Statement to the accounting firm for $1,000, and Seller contests only $500 of the amount claimed by Purchaser, and if the accounting firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the accounting firm will be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Purchaser. (e) . Not later than the second (2nd) Business Day following the determination of the Final Closing Statement, Seller and Purchaser will effect implement the transfer of any funds as may be necessary to reflect differences between the Closing Statement and the Final Closing Statement and resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate; provided, however, that if Purchaser timely provides the disagreement notice referred to in this Section 3.4(d3.3(d), within two (2) Business Days of the date of such noticethereafter, Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect the differences between the Closing Statement and the undisputed portion of the Final Closing Statement and the resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate.

Final Closing Statement Allocation of Fees and Expenses and Post Closing Adjustment. (a) Not later As soon as reasonably practicable, but in no event more than thirty sixty (3060) Business Days after days following the PR Closing Date, Seller Purchaser shall deliver to Purchaser Seller a statement, statement substantially in the form included in the Sample Closing Statement Schedule, calculated as of Exhibit 3.3the PR Effective Time, and prepared in accordance with the sample calculation included in the Sample Closing Statement Schedule (including using the same methodologies and procedures described in the Sample Closing Statement Schedule and used in the calculations set forth in the Sample Closing Statement Schedule), showing the calculation of (1) the Purchase Price as of the PR Effective Time (such amount, the “Final Purchase Price”), (2) the aggregate Net Book Value of the Assumed Liabilities as of the PR Effective Time and (3) the resulting Closing Payment as of the PR Effective Time, and prepared using the same methodologies, criteria and practices used allocation of any amounts in the preparation of the Closing Statement, and reflecting the Purchased Assets and Assumed Liabilities, on the Final Schedules accordance with Section 3.3(b) (the “Final Closing Statement”); provided that, (i) in relation to the Premium amount, the balances, inclusive of interest each case accompanied by reasonably detailed calculations thereof and fees, reasonable supporting documentation. In connection with Purchaser’s preparation of the Assumed Deposits shall be reconciled with the balance of Assumed Deposits set forth in the final conversion file referenced in Section 7.12(a), and (ii) the amount of the Net Book Value of the Purchased Loans reflected on such Final Closing Statement shall include but subject to the Accrued Interest and Fees for each Purchased Loan as reconciled with the final conversion file referenced in last sentence of this Section 7.12(a). Seller shall afford Purchaser and its directors, officers, employees, accountants, attorneys and advisors reasonable access to all relevant work papers, books, records, facilities, personnel, schedules and any other documentation used by Seller, its Affiliates or its directors, officers, employees, accountants and advisors in preparing the updated Branch financial information, Schedules to be delivered pursuant to Section 3.3(c3.3(a), Final Schedules, Closing Statement and Final Closing Statement, and to any other information which Purchaser reasonably requests in connection with its review thereof, and Seller shall, and shall cause its Subsidiaries Affiliates to, cooperate reasonably with Purchaser afford Purchaser, Purchaser’s Affiliates and Purchaser’s Representatives reasonable access to all books, records, work papers, documentation and supporting data, used in connection with, and to any employees and accountants of Seller or any of its Affiliates and their respective representatives involved in, the preparation of the Estimated Closing Statement. During the Review Period (as defined below), in connection therewith. (b) In connection with delivery Seller’s review of the Final Closing Statement, Seller but subject to the last sentence of this Section 3.3(a), Purchaser shall, and shall deliver causes its Affiliates to, afford Seller, Seller’s Affiliates and Seller’s Representatives reasonable access to Purchaser updated versions all books, records, work papers, employees and accountants involved in, the preparation of the following schedulesFinal Closing Statement. Notwithstanding the foregoing, so that they are presented (i) any information provided pursuant to this Section 3.3(a) shall be subject to Section 6.6 and (ii) nothing set forth in this Section 3.3(a) or Section 3.3(c) shall require Seller, Purchaser or any of their respective Affiliates or Representatives to disclose to any Person, including the Accounting Firm (as defined below), (x) any information if providing such information could reasonably be expected to jeopardize any attorney-client privilege or would violate applicable Law or (y) any work papers of its auditors unless and until the Effective Time (Person receiving such schedules, collectively, the “Final Schedules”): Assumed Contracts Schedule, Assumed Deposits Schedule, Security Deposits Schedule information has signed a customary confidentiality and Purchased Loans Schedule. The Final Schedules will be prepared by Seller using the same methodologies, criteria hold harmless agreement relating to such work papers in form and practices used by Seller substance reasonably acceptable to prepare the Schedules delivered in connection with this Agreementsuch auditors. (cb) Except as otherwise provided hereinin this PR Purchase Agreement, to effect the intention all items of the parties that the revenue income, operating expenses, prepayments and fees and expenses associated with the Transferred Business will be for the account of Seller up relating to the Effective Time Purchased Assets and thereafter will be for the account of PurchaserAssumed Liabilities, all fees and expenses with respect whether accrued or prepaid on or prior to the Transferred Business PR Closing Date (“Prorated Items”) that related relate to both the period before Pre-Closing Period and the period after Post-Closing Period and that are not otherwise reflected in the Effective TimeFinal Closing Statement, will shall be prorated between PurchaserSeller, on the one hand, and SellerPurchaser, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the PR Effective Time. Each of Seller and Purchaser will cooperate and provide all supporting information necessary to determine the amount and proration of such fees or expensesProrated Items. Any necessary payments to reflect such proration shall be reflected in the Final Closing Statement. To the extent that any fees or expenses Prorated Items described in this Section 3.4(c3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that Seller and Purchaser each pays its appropriate share of any such fee or expenseProrated Items, depending upon whether such fee or expense relates Prorated Items relate to the period before or after the PR Effective Time. (dc) Except as otherwise expressly provided hereinin this Section 3.3(c), the determination of the Final Closing Statement Statement, and each component thereof, including the amount of the Closing Payment set forth therein, will be final and binding on the parties heretoparties, unless, within thirty (30) Business Days days after receipt by Purchaser Seller of the Final Closing StatementStatement (the “Review Period”), Seller shall notify Purchaser notifies Seller in writing (a “Dispute Notice”) of its disagreement with any amount included therein or omitted therefrom, in which each case, if solely on the parties basis of (i) mathematical error or (ii) the Final Closing Statement or any amount therein or component thereof not being prepared or calculated in accordance with the terms of this PR Purchase Agreement (each, a “Permitted Objection”). The Dispute Notice must be accompanied by reasonable supporting documentation and set forth in reasonable detail the basis for each Permitted Objection and the specific adjustments to the applicable items set forth in the Final Closing Statement which Seller proposes should be made. If, during the Review Period, Seller so submits a Dispute Notice, and Seller and Purchaser are unable to resolve the disputed items Permitted Objections set forth in the Dispute Notice within ten fifteen (1015) Business Days of following the receipt by Seller Purchaser of notice of the Dispute Notice (including all such disagreementreasonable supporting documentation), such unresolved items shall (the “Disputed Items”) will be referred to, promptly thereafter, and determined by a nationally recognized independent accounting firm selected by mutual written agreement between of Seller and PurchaserPurchaser (the “Accounting Firm”). Such accounting firm The Accounting Firm will be instructed have authority to resolve only the disputed items within Disputed Items and shall make its determination based solely on written submissions to the Accounting Firm by the parties and their respective Representatives or any oral presentations requested by the Accounting Firm but, in any event, not by independent investigation. Within ten (10) Business Days following the submission of engagement, any Disputed Items to the extent reasonably practicableAccounting Firm, Seller and Purchaser shall concurrently deliver supporting documentation (in writing) to the Accounting Firm (with a copy to the other party). The parties agree that all communications with or to the Accounting Firm will include the other party and that there will be no ex parte communications with the Accounting Firm (including with the personnel of the Accounting Firm assigned to resolve such disputes) with respect to any Disputed Items. The parties shall instruct the Accounting Firm to render its decision resolving such Disputed Items within fifteen (15) Business Days after such written submissions (or, if later, the date of any oral presentation requested by the Accounting Firm), resolving only those Disputed Items specifically submitted to the Accounting Firm. In resolving any Disputed Item, the Accounting Firm: (1) will be bound by the applicable provisions set forth in this PR Purchase Agreement, including the applicable definitions, (2) will limit its review to the Disputed Items submitted to the Accounting Firm in the written submissions of the parties hereto and shall not investigate matters independently, (3) will not undertake to resolve any dispute regarding the legal interpretation of this PR Purchase Agreement and (4) will not assign to any individual item a value greater than the greatest value, or lower than the lowest value, for such individual item claimed by any party hereto. The fees and disbursements of the Accounting Firm will be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining Disputed Items so submitted to the Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such Disputed Items so submitted. The parties agree that the resolution of disputes with respect to the calculations and amounts set forth in the Final Closing Statement (including the calculation of the Closing Payment and the allocation of any amounts in accordance with Section 3.3(b)) (x) will be governed, solely and exclusively, by the procedures set forth in this Section 3.3(c), except that nothing set forth in this Section 3.3(c) will preclude any party from commencing any action, suit or proceeding to compel specific performance of this Section 3.3(c) or to enforce the determination of such accounting firm the Accounting Firm and (y) will be final conclusive and binding on the parties heretowhen rendered by the Accounting Firm, except, in each case, in the case of fraud, intentional misconduct or manifest error. The costs and expenses of the accounting firm shall be allocated between Purchaser and Seller based upon the percentage of the dollar value of the disputed amounts (as submitted Notwithstanding anything in this PR Purchase Agreement to the accounting firm) determined in favor of contrary, the other party by the accounting firm bears to the dollar value contested by such party. For example, if Purchaser submits a disagreement to the Final Closing Statement to the accounting firm for $1,000, Accounting Firm will act as an expert and Seller contests only $500 of the amount claimed by Purchaser, and if the accounting firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the accounting firm will be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Purchasernot an arbitrator. (ed) Not later than the second Within ten (2nd10) Business Day days following the determination of the Final Closing Statement, Seller and Purchaser will effect the transfer of any funds as may be necessary to reflect differences between the Closing Statement and the Final Closing Statement and resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate; provided, however, that if Purchaser timely provides the disagreement notice referred to in Section 3.4(d), within two (2) Business Days of the date of such notice, Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect the undisputed portion of differences between the Estimated Closing Statement and the Final Closing Statement and the resulting adjustments to the calculation of the Closing Payment, together with interest thereon computed from the Closing Date up to, but not including, the date of such payment at the Federal Funds Rate.