Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.4, the transfer of the funds, if any, due to BUYER or to SELLER, as the case may be, shall be made on the Closing Date in immediately available United States Dollars. At least two business days prior to the Closing, SELLER and BUYER shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, and the parties shall execute a preliminary closing statement in a form mutually agreed upon by BUYER and SELLER. Furthermore, within ten (10) business days after the Closing, the parties shall make appropriate post-closing adjustments, consistent with the provisions of Section 1.4 hereof, based upon actual Deposit Accounts as of the Closing Date, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in the Preliminary Closing Statement, and shall execute the Final Settlement Statement in a form mutually agreed upon by the parties. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing.
Appears in 2 contracts
Samples: Office Purchase and Assumption Agreement (CSB Bancorp Inc /Oh), Purchase and Assumption Agreement (Ohio Legacy Corp)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.46.04, the transfer of the funds, if any, due to BUYER or to SELLER, as the case may be, as set forth pursuant to the terms of Section 1.04(a) hereof, shall be made on the Closing Date in immediately available United States DollarsFederal Funds. At least two business days prior to the Closing, SELLER and BUYER shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a1.04(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and the parties shall execute a preliminary closing statement Preliminary Closing Statement in a substantially the form mutually agreed upon by BUYER and SELLERset forth in SCHEDULE P attached. Furthermore, within ten (10) business days after the Closing, the parties shall make appropriate post-closing adjustments, consistent with the provisions of Section 1.4 1.04 hereof, based upon actual Deposit Accounts as of the Closing Date, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in the Preliminary Closing Statement, and shall execute the Final Settlement Statement in a substantially the form mutually agreed upon by the parties. set forth in SCHEDULE Q. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing.
Appears in 2 contracts
Samples: Office Purchase and Assumption Agreement (Isb Financial Corp/La), Office Purchase and Assumption Agreement (Isb Financial Corp/La)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.4, the transfer of the funds, if any, due to BUYER or to SELLER, as the case may be, as set forth pursuant to the terms of Section 1.4(a) hereof, shall be made on the Closing Date in immediately available United States DollarsFederal Funds. At least two business days prior to the Closing, SELLER and BUYER shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and the parties shall execute a preliminary closing statement Preliminary Closing Statement in a substantially the form mutually agreed upon by BUYER and SELLERset forth in Schedule P attached. Furthermore, within ten (10) business days after the Closing, the parties shall make appropriate post-closing postclosing adjustments, consistent with the provisions of Section 1.4 hereof, based upon actual Deposit Accounts as of the Closing Date, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in the Preliminary Closing Statement, and shall execute the Final Settlement Statement in a substantially the form mutually agreed upon by the partiesset forth in Schedule O attached. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Peoples Bancorp Inc)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.4, the transfer of the funds, if any, due to BUYER or to SELLERBANK ONE, as the case may be, as set forth pursuant to the terms of Section 1.4(a) hereof, shall be made on the Closing Date in immediately available United States DollarsFederal Funds. At least two business days prior to the Closing, SELLER BANK ONE and BUYER shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, and the parties shall execute a preliminary closing statement Preliminary Closing Statement in a substantially the form mutually agreed upon by BUYER and SELLERset forth in Schedule P attached. Furthermore, within ten (10) business days after the Closing, the parties shall make appropriate post-post closing adjustments, consistent with the provisions of Section 1.4 hereof, based upon actual Deposit Accounts as of the Closing Date, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in the Preliminary Closing Statement, and shall execute the Final Settlement Statement in a substantially the form mutually agreed upon by the partiesset forth in Schedule Q attached. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Heartland Financial Usa Inc)
Methods of Payment. Subject to the adjustment procedures set ------------------- forth in this Section SECTION 6.4, the transfer of the funds, if any, due to BUYER or ----------- to SELLER, as the case may be, as set forth pursuant to the terms of SECTION 1.4(A) hereof, shall be made on the Closing Date in immediately -------------- available United States DollarsFederal Funds. At least two (2) business days prior to the Closing, SELLER and BUYER shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(aSECTION 1.4(A) hereof, shall -------------- be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a day to be agreed between the parties, not more than seven (7) business days preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, (b) the aggregate book value plus accrued interest of the Overdraft Loans as of the close of business on a day to be agreed upon by the parties, no more than three (3) business days preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and the parties shall execute a preliminary closing statement Preliminary Closing Statement in a substantially the form mutually agreed upon by BUYER and SELLERset forth in SCHEDULE M attached hereto. Furthermore, within ten (10) ---------- business days after the Closing, the parties shall make appropriate post-closing adjustments, consistent with the provisions of Section SECTION 1.4 hereof, based upon ----------- actual Deposit Accounts as of the Closing Date, Office Overdraft Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in the Preliminary Closing Statement, and shall execute the Final Settlement Statement in a substantially the form mutually agreed upon by the partiesset forth in SCHEDULE N attached hereto. In addition, ---------- prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing; provided, however, that there shall not be any reprorations of the 2004 real estate taxes or the FDIC deposit insurance.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Blackhawk Bancorp Inc)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.46.04, the transfer of the funds, if any, due to BUYER or to SELLERBANK ONE, as the case may be, as set forth pursuant to the terms of Section 1.04(a) hereof, shall be made on the Closing Date in immediately available United States DollarsFederal Funds. At least two business days prior to the Closing, SELLER BANK ONE and BUYER shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a1.04(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, and the parties shall execute a preliminary closing statement Preliminary Closing Statement in a substantially the form mutually agreed upon by BUYER and SELLERset forth in SCHEDULE P attached. Furthermore, within ten (10) business days after the Closing, the parties shall make appropriate post-closing adjustments, consistent with the provisions of Section 1.4 1.04 hereof, based upon actual Deposit Accounts as of the Closing DateAccounts, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in as of the Preliminary close of business on the day immediately preceding the Closing Statement, Date and shall execute the Final Settlement Statement in a substantially the form mutually agreed upon by the partiesset forth in SCHEDULE Q attached. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Community First Bankshares Inc)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.46.04, the transfer of the funds, if any, due to BUYER Premier or to SELLERBANK ONE, as the case may be, as set forth pursuant to the terms of Section 1.04(a) hereof, shall be made on the Closing Date in immediately available collected funds of the United States DollarsStates. At least two business days prior to the Closing, SELLER BANK ONE and BUYER Premier shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a1.04(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER Premier as the successor custodian and the failure of the account holders to object to such appointment) as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, ; and the parties shall execute a preliminary closing statement in a form mutually agreed upon by BUYER and SELLER. Furthermore, (ii) that within ten (10) business days after the Closing, the parties shall make appropriate post-closing adjustments, consistent with the provisions of Section 1.4 1.04 hereof, based upon actual Deposit Accounts as of the Closing DateAccounts, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in as of the Preliminary close of business on the day immediately preceding the Closing Statement, Date and shall execute the Final Settlement Statement in a form mutually agreed upon by the partiessubstantially similar to SCHEDULE Q, attached. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations figures as soon as possible after the Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Cobancorp Inc)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.46.04, the transfer of the funds, if any, due to BUYER Buyer or to SELLERSeller, as the case may be, as set forth pursuant to the terms of Section 1.04(a) hereof, shall be made on the Closing Date in immediately available United States Dollarsfunds. At least two (2) business days prior to the Closing, SELLER Seller and BUYER Buyer shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a1.04(a) hereof, shall be computed based upon (a) the aggregate net book value value, as previously defined, plus accrued interest of the Office Branch Loans as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, (b) cash on hand at the Offices Branches as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER as the successor custodian and the failure of the account holders to object to such appointmentaccounts) as of the close of business on a day to be agreed between the parties, not more than seven three (73) business days preceding the Closing Date, and (d) the parties shall execute a preliminary closing statement in a form mutually agreed upon by BUYER and SELLERstatement. Furthermore, within ten (10) business days after the Closing, the parties shall make appropriate post-closing Closing adjustments, consistent with the provisions of Section 1.4 1.04 hereof, based upon actual Deposit Accounts as of the Closing Date, Office Branch Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in the Preliminary Closing Statementpreliminary closing statement, and shall execute the Final Settlement Statement in a form mutually agreed upon by the partiesfinal settlement statement. In addition, prorations of prepaid and deferred accrued income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations as soon as possible after the Closing.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Banc Corp)
Methods of Payment. Subject to the adjustment procedures set forth in this Section 6.46.04, the transfer of the funds, if any, due to BUYER CNB or to SELLERBANK ONE, as the case may be, as set forth pursuant to the terms of Section 1.04(a) hereof, shall be made on the Closing Date in immediately available United States DollarsFederal Funds. At least two business days prior to the Closing, SELLER BANK ONE and BUYER CNB shall provide written notice to one another indicating the account and bank to which such funds shall be wire transferred. In order to facilitate the Closing, the parties agree: (i) that the amount of funds transferred on the Closing Date, pursuant to Section 1.4(a1.04(a) hereof, shall be computed based upon (a) the aggregate book value plus accrued interest of the Office Loans as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, (b) cash on hand at the Offices as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, and (c) the aggregate balance of all Deposit Accounts (including interest posted or accrued to such accounts and Individual Retirement Accounts which have become IRAs as a result of the written appointment of BUYER CNB as the successor custodian and the failure of the account holders to object to such appointment) appointment as of the close of business on a the day to be agreed between the parties, not more than seven (7) business days immediately preceding the Closing Date, and all as reflected on the parties shall execute a preliminary closing statement Preliminary Settlement Statement in a form mutually agreed upon by BUYER substantially similar to the one attached as Schedule Q; and SELLER. Furthermore, (ii) that within ten (10) business days after the Closing, the parties shall make appropriate post-closing adjustments, consistent with the provisions of Section 1.4 1.04 hereof, based upon actual Deposit Accounts as of the Closing DateAccounts, Office Loans as of the Closing Date, and cash transactions which took place on the Closing Date or which took place prior to the Closing Date but which were not reflected in as of the Preliminary close of business on the day immediately preceding the Closing Statement, Date and shall execute the Final Settlement Statement in a form mutually agreed upon by the partiessubstantially similar to Schedule R attached. In addition, prorations of prepaid and deferred income and expenses that cannot be reasonably calculated at the Closing shall be settled and paid based on actual amounts and calculations figures as soon as possible after the Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (American Bancorporation /Wv/)