Common use of Payment of Estimated Purchase Price; Post-Closing Adjustments Clause in Contracts

Payment of Estimated Purchase Price; Post-Closing Adjustments. (a) On the Closing Date, and in consideration of the sale of the Purchased Assets by Seller on such Closing Date, Buyer shall pay to Seller the amount of the Estimated Purchase Price (as set forth in the Closing Date Statement delivered by Seller to Purchaser, together with reasonable supporting documentation, prior to the Closing Date) by wire transfer of immediately available funds to the bank account that is designated by Seller in the related Purchase Commitment/Settlement. The payment of such aggregate Purchase Price by Buyer shall be subject to the satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. (b) Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer (i) a final closing statement in the same form as the Closing Date Statement, updated to reflect actual Protective Advances and Expenses with respect to the Residential Loans paid by Seller following the Cut-Off Date and before the Closing Date and all Cash Flow for the period following the Cut-Off Date and before the Closing Date (the “Final Closing Statement”), which shall be in the same format as the Closing Date Statement and which shall set forth a calculation (together with any reasonable supporting documentation requested by Buyer) of the actual Purchase Price. (c) Within sixty (60) days after receipt of the Final Closing Statement, Buyer shall advise Seller in writing if it believes that the Final Closing Statement did not accurately reflect the items required to be included therein, stating in reasonable detail each disagreement therewith and the basis therefor. In the event Buyer delivers such an objection, Seller and Buyer shall attempt in good faith to resolve their differences. In the event all differences are not resolved within sixty (60) days following receipt of the Final Closing Statement by Buyer, then the issues remaining unresolved shall be determined by a mutually agreed, nationally recognized accounting firm (the “Accountant”). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement within thirty (30) days of receipt of such dispute. In making its determination, the Accountant may only consider those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the grounds specified. The Accountant’s determination shall be conclusive and binding on Buyer and Seller absent manifest error. Each party shall make available to the other parties hereto, and to the Accountant, its and its accountant’s work papers (to the extent possible), schedules and other supporting data as may be reasonably requested by such other parties to enable them to verify the amounts set forth in the Final Closing Statement. The fees of the Accountant shall be shared by Buyer, on the one hand, and Seller, on the other hand, in proportion to the relative differences between their respective calculations of the actual Purchase Price and the amount determined by the Accountant. (d) If the Estimated Purchase Price exceeds the actual Purchase Price (as finally determined under this Section 5.3), then Seller shall, within fifteen (15) calendar days after the actual Purchase Price has been finally determined, pay such excess by wire transfer of immediately available funds to Buyer. If the Estimated Purchase Price is less than the actual Purchase Price (as finally determined under this Section 5.3), then Buyer shall, within fifteen (15) calendar days after the actual Purchase Price has been finally determined, pay such deficiency by wire transfer of immediately available funds to Seller.

Payment of Estimated Purchase Price; Post-Closing Adjustments. (a) On the Closing Date, and in consideration of the sale of the Purchased Assets by Seller on such Closing Date, Buyer shall pay to Seller the amount of the Estimated Purchase Price (as set forth in the Closing Date Statement delivered by Seller to PurchaserBuyer, together with reasonable supporting documentation, prior to the Closing Date) by wire transfer of immediately available funds to the a bank account that is designated by Seller in writing prior to the related Purchase Commitment/SettlementClosing Date. The payment of such aggregate Purchase Price by Buyer shall be subject to the satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. (b) Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer (i) a final closing statement in the same form as the Closing Date Statement, updated to reflect actual Protective Advances and Expenses with respect to the Residential Loans Purchased Assets paid by Seller following the Cut-Off Date and before the Closing Date and all Cash Flow for the period following the Cut-Off Date and before the Closing Date (the “Final Closing Statement”), which shall be in the same format as the Closing Date Statement and which shall set forth a calculation (together with any reasonable supporting documentation requested by Buyer) of the actual Purchase Price. (c) Within sixty (60) days after receipt of the Final Closing Statement, Buyer shall advise Seller in writing if it believes that the Final Closing Statement did not accurately reflect the items required to be included therein, stating in reasonable detail each disagreement therewith and the basis therefor. In the event Buyer delivers such an objection, Seller and Buyer shall attempt in good faith to resolve their differences. In the event all differences are not resolved within sixty (60) days following after Seller’s receipt of Buyer’s objections to the proposed Final Closing Statement by BuyerStatement, then the issues remaining unresolved shall be determined by a mutually agreed, nationally recognized accounting firm (the “Accountant”). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement within thirty (30) days of receipt of such dispute. In making its determination, the Accountant may only consider those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the grounds specified. The Accountant’s determination shall be conclusive and binding on Buyer and Seller absent manifest error. Each party shall make available to the other parties hereto, and to the Accountant, its and its accountant’s work papers (to the extent possible), schedules and other supporting data as may be reasonably requested by such other parties to enable them to verify the amounts set forth in the Final Closing Statement. The fees of the Accountant shall be shared by Buyer, on the one hand, and Seller, on the other hand, in proportion to the relative differences between their respective calculations of the actual Purchase Price and the amount determined by the Accountant. (d) If the Estimated Purchase Price exceeds the actual Purchase Price (as finally determined under this Section 5.35.1), then Seller shall, within fifteen (15) calendar days after the actual Purchase Price has been finally determined, pay such excess by wire transfer of immediately available funds to Buyer. If the Estimated Purchase Price is less than the actual Purchase Price (as finally determined under this Section 5.35.1), then Buyer shall, within fifteen (15) calendar days after the actual Purchase Price has been finally determined, pay such deficiency by wire transfer of immediately available funds to Seller.

Payment of Estimated Purchase Price; Post-Closing Adjustments. (a) On the Closing Date, and in consideration of the sale of the Purchased Assets by Seller on such Closing Date, Buyer shall pay to Seller the amount of the Estimated Purchase Price (as set forth in the Closing Date Statement delivered by Seller to Purchaser, together with reasonable supporting documentation, prior to the Closing Date) by wire transfer of immediately available funds to the bank account that is designated by Seller in the related Purchase Commitment/Settlement. The payment of such aggregate Purchase Price by Buyer shall be subject to the satisfaction of all of the conditions precedent set forth in Section ‎Section 5.3 hereof. (b) Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer (i) a final closing statement in the same form as the Closing Date Statement, updated to reflect actual Protective Advances and Expenses with respect to the Residential Commercial Loans paid by Seller following the Cut-Off Date and before the Closing Date and all Cash Flow for the period following the Cut-Off Date and before the Closing Date (the “Final Closing Statement”), which shall be in the same format as the Closing Date Statement and which shall set forth a calculation (together with any reasonable supporting documentation requested by Buyer) of the actual Purchase Price. (c) Within sixty (60) days after receipt of the Final Closing Statement, Buyer shall advise Seller in writing if it believes that the Final Closing Statement did not accurately reflect the items required to be included therein, stating in reasonable detail each disagreement therewith and the basis therefor. In the event Buyer delivers such an objection, Seller and Buyer shall attempt in good faith to resolve their differences. In the event all differences are not resolved within sixty (60) days following receipt of the Final Closing Statement by Buyer, then the issues remaining unresolved shall be determined by a mutually agreed, nationally recognized accounting firm (the “Accountant”). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement within thirty (30) days of receipt of such dispute. In making its determination, the Accountant may only consider those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the grounds specified. The Accountant’s determination shall be conclusive and binding on Buyer and Seller absent manifest error. Each party shall make available to the other parties hereto, and to the Accountant, its and its accountant’s work papers (to the extent possible), schedules and other supporting data as may be reasonably requested by such other parties to enable them to verify the amounts set forth in the Final Closing Statement. The fees of the Accountant shall be shared by Buyer, on the one hand, and Seller, on the other hand, in proportion to the relative differences between their respective calculations of the actual Purchase Price and the amount determined by the Accountant. (d) If the Estimated Purchase Price exceeds the actual Purchase Price (as finally determined under this Section 5.3), then Seller shall, within fifteen (15) calendar days after the actual Purchase Price has been finally determined, pay such excess by wire transfer of immediately available funds to Buyer. If the Estimated Purchase Price is less than the actual Purchase Price (as finally determined under this Section 5.3), then Buyer shall, within fifteen (15) calendar days after the actual Purchase Price has been finally determined, pay such deficiency by wire transfer of immediately available funds to Seller.

Payment of Estimated Purchase Price; Post-Closing Adjustments. (a) On At the Closing DateClosing, and in consideration of the sale of the Purchased Assets by Seller on such Closing Date, Buyer Purchaser shall pay to Seller the amount of the Estimated Purchase Price (as set forth in the Closing Date Statement in immediately available funds by bank wire transfer to an account designated by Seller. The Closing Date Statement shall be delivered by Seller to Purchaser, together with reasonable supporting documentation, no later than two (2) Business Days prior to the Closing Date) by wire transfer of immediately available funds to the bank account that is designated by Seller in the related Purchase Commitment/Settlement. The payment of such aggregate Purchase Price by Buyer shall be subject to the satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. (b) Within thirty forty five (3045) days after the Closing Date, Seller shall deliver to Buyer Purchaser (i) a the Mortgage Loan Schedule (Closing Date) and (ii) final closing statement updated for the information in the same form as the Mortgage Loan Schedule (Closing Date Statement, updated to reflect actual Protective Advances and Expenses with respect to the Residential Loans paid by Seller following the Cut-Off Date and before the Closing Date and all Cash Flow for the period following the Cut-Off Date and before the Closing Date Date) (the “Final Closing Statement”), which shall be in the same format as the Closing Date Statement and which shall set forth a calculation (together with any reasonable supporting documentation requested by BuyerPurchaser) of the actual Purchase Price. (c) Within sixty thirty (6030) days after receipt of the Final Closing Statement, Buyer Purchaser shall advise Seller in writing if it believes that the Final Closing Statement did not accurately reflect the items required to be included therein, stating in reasonable detail each disagreement therewith and the basis therefor. In the event Buyer Purchaser delivers such an objection, Seller and Buyer Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within sixty (60) days following receipt of the Final Closing Statement by BuyerPurchaser, then the issues remaining unresolved shall be determined by a mutually agreed, nationally recognized accounting firm (the “Accountant”). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement within thirty forty five (3045) days of receipt of such dispute. In making its determination, the Accountant may only consider those items and amounts as to which Buyer Purchaser and Seller have disagreed within the time periods and on the grounds specified. The Accountant’s determination shall be conclusive and binding on Buyer Purchaser and Seller absent manifest error. Each party shall make available to the other parties heretoparties, and to the Accountant, its and its accountant’s work papers (to the extent possible), schedules and other supporting data as may be reasonably requested by such other parties to enable them to verify the amounts set forth in the Final Closing Statement. The fees of the Accountant shall be shared by BuyerPurchaser, on the one hand, and Seller, on the other hand, in proportion to the relative differences between their respective calculations of the actual Purchase Price and the amount determined by the Accountant. (d) The parties shall cooperate and assist in the calculation of the actual Purchase Price (as finally determined under this Section 3.3), including making available to the extent necessary books, records, work papers and personnel, during normal business hours and in a manner that does not unreasonably interfere with either party’s business or personnel. (e) If the Estimated Purchase Price exceeds the actual Purchase Price (as finally determined under this Section 5.33.3), then Seller shall, within fifteen two (152) calendar days Business Days after the actual Purchase Price has been finally determined, pay such excess by wire transfer of immediately available funds to BuyerPurchaser, together with interest on the foregoing amount at the Federal Funds Rate, beginning with the Closing Date to but excluding the date of such payment. If the Estimated Purchase Price is less than the actual Purchase Price (as finally determined under this Section 5.33.3), then Buyer Purchaser shall, within fifteen two (152) calendar days Business Days after the actual Purchase Price has been finally determined, pay such deficiency by wire transfer of immediately available funds to Seller, together with interest on the foregoing amount at the Federal Funds Rate, beginning with the Closing Date to but excluding the date of such payment.