Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. (a) Not later than 10 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, prepared in accordance with generally accepted accounting principles consistently applied, reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Closing Balance Sheet") together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate.

Post-Closing Adjustments. (a) Not later than 10 business 30 days after the Effective Time (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet"), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (5) above, as adjusted, together with a copy of Seller's calculation of the adjusted Purchase Price purchase price and amounts payable thereunder. Additionally, as reflected in Seller shall deliver to Purchaser a final closing statement (the "Final Closing Statement")list of Loans purchased, individually identified by account number. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 business 15 days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statementpurchase price, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defineddefined below). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate.

Post-Closing Adjustments. (a) Not later than 10 15 business days after the Effective Time Date (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Date and prepared in accordance with generally accepted accounting principles consistently applied, GAAP reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser a copy list of Seller's calculation loans purchased, individually identified by account number, which list shall be appended to the Bill of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys xxxxrneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 15 business days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local timeor Purchaser, or at such other time and place as the parties case may be, shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time Date to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the weighted mean of the high and low rates quoted for Federal Funds in the Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Date and the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 business ten (10) calendar days after the Effective Time (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, GAAP reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 business ten (10) calendar days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office offices of Purchaser at 10:00 a.m. local timeSeller in Colquitt, or at such other time and place as the parties shall mutually agreeGeorgia, to effect the transfer of any funds as may be necessary to reflect agreed upon changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. The parties agree to use their best efforts to mutually agree as to how to resolve any disputed amount. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the mean of the high and low rates quoted for Federal Funds in the Money Rates Column of the Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, prepared in accordance with generally accepted accounting principles consistently applied, Time reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser within such 30-day period a copy list of Seller's calculation Loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 5 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. In the event of such a dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the "Mediator"), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 15 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, customary banking practices reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the "Final same required by this Agreement) (the “Post-Closing Balance Sheet") together with ”). Additionally, Seller shall deliver to Purchaser the day immediately following the Closing a copy list of Seller's calculation Loans purchased, individually identified by account number, and a list of all Deposit Liabilities assumed, individually identified by account number, each list as of the adjusted Purchase Price Effective Time, which lists shall be appended to the Xxxx of Sale. Thereafter, Seller shall deliver to Purchaser within five (5) days following the Closing a list of Loans purchased, individually identified by account number, and amounts payable thereundera list of all Deposit Liabilities assumed, individually identified by account number, each list as reflected in a final closing statement (of the "Final Closing Statement")Effective Time, which lists shall also be appended to the Xxxx of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 15 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "“Adjustment Payment Date"”), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at a per annum rate (calculated daily based on a 360 day year) the applicable Federal Funds Rate. In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties will attempt to resolve the dispute using their good faith business judgment. In the event that such discussions do not resolve a dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 business 30 days after the Effective Time (the "Final “Post-Closing Balance Sheet Delivery Date"”), Seller Sellers shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final “Post-Closing Balance Sheet"”), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (4) above, as adjusted, together with a copy of Seller's Sellers’ calculation of the adjusted Purchase Price purchase price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller Sellers shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller Sellers in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 business 15 days following the Final Post-Closing Balance Sheet Delivery Date (the "“Adjustment Payment Date"”), Seller Sellers and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statementpurchase price, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the mean of the high and low rates quoted for Federal Funds in the Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the date paid.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. On or before the 15th business day following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate.. In the event of an unresolved dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar

Post-Closing Adjustments. (a) Not later than 10 15 business days after the Effective Time (the "Final Post- Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser a copy list of Seller's calculation loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 15 business days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office offices of Purchaser at 10:00 a.m. local timeSeller in Atlanta, or at such other time and place as the parties shall mutually agree, Georgia to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the mean of the high and low rates quoted for Federal Funds in the Money Rates Column of the Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 business days after the Effective Time (the "“Final Closing Balance Sheet Delivery Date"”), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, prepared in accordance with generally accepted accounting principles consistently applied, reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "“Final Closing Balance Sheet"”) together with a copy of Seller's ’s calculation of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "“Final Closing Statement"”). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. On or before the 15th business day following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. In the event of an unresolved dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this Subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 business thirty (30) days after the Effective Time (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, Seller's customary practices and procedures; reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser a copy of Seller's calculation list of the adjusted Purchase Price and amounts payable thereunderLoans, as reflected in a final closing statement (individually identified by account number, which list shall be appended to the "Final Closing Statement")Bill of Sale. Seller shall xxxll afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 fifteen (15) business days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet Sheet, and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing StatementSheet, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate.

Post-Closing Adjustments. (a) Not later than 10 business 30 days after the Effective Time (the "Final Post-Closing Balance Sheet Delivery Date"), Seller Huntington shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet"), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (4) above, as adjusted, together with a copy of SellerHuntington's calculation of the adjusted Purchase Price purchase price and amounts payable thereunder. Additionally, as reflected in Huntington shall deliver to Purchaser a final closing statement (the "Final Closing Statement")list of Loans purchased, individually identified by account number. Seller Huntington shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller Huntington in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 business 15 days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller Huntington and Purchaser shall meet at the office offices of Purchaser at 10:00 a.m. local timeHuntington in Columbus, Ohio, or at such other time and place location as the parties shall may be mutually agreeagreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statementpurchase price, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the mean of the high and low rates quoted for Federal Funds in the Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the date paid.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 15 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. In the event of an unresolved dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this Subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the "Final same required by Sections 1.4(b)(5) and (6)) (the “Post-Closing Balance Sheet") together with ”). Additionally, Seller shall deliver to Purchaser within such 30-business day period a copy list of Seller's calculation Loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 15 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "“Adjustment Payment Date"”), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. In the event of such a dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser a copy list of Seller's calculation loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and to be satisfied with the Final Post-Closing StatementBalance Sheet. Within 10 15 business days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office offices of Purchaser at 10:00 a.m. local timeSeller in Raleigh, North Carolina, or at such other time and place location as the parties shall may be mutually agreeagreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. In the event representatives of each party are unable to resolve a dispute as to amounts to be paid hereunder, the parties will refer the disputed amounts to their respective public accountants to determine the correct amounts due. In the event the public accountants are unable to resolve the dispute, all information bearing on the issue shall be referred to an independent third-party accountant agreed on by the parties' public accountants, whose determination of the amounts due shall be final.

Post-Closing Adjustments. (a) Not later than 10 business calendar days after the Effective Time Closing Date (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet final closing statement dated as of the Effective Time, Closing Date and prepared in accordance with generally accepted accounting principles consistently applied, GAAP reflecting the assets Assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Closing Balance Sheet") together with a copy of Seller's calculation as of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Balance Sheet Statement and cooperate with Purchaser to provide it information reasonably necessary to document this transfer as the Final Closing Statement. transfer of a business under Rule 3.05 of Regulation S-X. Within 10 business calendar days following the Final Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Preliminary Closing Balance Sheet Statement and the Final Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, Statement together with interest thereon computed from the Effective Time Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate (Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as hereinafter defined)a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Laurens, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser as one party and Seller, as the other party.

Post-Closing Adjustments. (a) Not later than 10 15 business days after the Effective Time Date (the "Final Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Date and prepared in accordance with generally accepted accounting principles consistently applied, GAAP reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser a copy list of Seller's calculation loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 15 business days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local timeor Purchaser, or at such other time and place as the parties case may be, shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time Date to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the weighted mean of the high and low rates quoted for Federal Funds in the Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Date and the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Post- Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Final Post-Closing Balance Sheet") together with ). Additionally, Seller shall deliver to Purchaser a copy list of Seller's calculation loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet and the Final Closing StatementSheet. Within 10 15 business days following the Final Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Seller and Purchaser shall meet at the office offices of Purchaser at 10:00 a.m. local timeSeller in Dallas, Texas or at such other time and place location as the parties shall may be mutually agreeagreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall be the mean of the high and low rates quoted for Federal Funds in the Money Rates Column of the Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 45 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the "Final same required by this Agreement) (the “Post-Closing Balance Sheet") together with ”). Additionally, Seller shall deliver to Purchaser within such 45-day period a copy list of Seller's calculation Loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 15 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "“Adjustment Payment Date"”), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at a per annum rate (calculated daily based on a 360 day year) the applicable Federal Funds Rate. In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties will attempt to resolve the dispute using their good faith business judgment. In the event that such discussions do not resolve a dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 30 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the "Final same required by Sections 1.4(b)(5) and (6)) (the “Post-Closing Balance Sheet") together with ”). Additionally, Seller shall deliver to Purchaser within such 30-day period a copy list of Seller's calculation Loans purchased, individually identified by account number, which list shall be appended to the Xxxx of the adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement")Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 15 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "“Adjustment Payment Date"”), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. In the event of such a dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 20 business days after the Effective Time (the "Final Closing Balance Sheet Delivery Date")Time, Seller shall deliver to Purchaser a balance sheet dated as of the Effective Time, Time and prepared in accordance with generally accepted accounting principles consistently applied, customary banking practices reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the "Final same required by this Agreement) (the “Post-Closing Balance Sheet") together with ”). In addition, Seller shall deliver to Purchaser within 10 days following the Closing a copy list of Seller's calculation Overdraft Loans purchased, individually identified by account number, and a list of all Deposit Liabilities assumed, individually identified by account number, each list as of the adjusted Purchase Price and amounts payable thereunderEffective Time, as reflected in a final closing statement (which lists shall also be appended to the "Final Closing Statement")Xxxx of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Balance Sheet. Within 15 business days following delivery of the Post-Closing Balance Sheet and the Final Closing Statement. Within 10 business days following the Final Closing Balance Sheet Delivery Date (the "“Adjustment Payment Date"”), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Final Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing StatementSheet, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter hereafter defined). (b) In the event that If a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time Adjustment Payment Date to the date paid at a per annum rate (calculated daily based on a 360 day year) equal to the applicable Federal Funds Rate. In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties will attempt to resolve the dispute using their good faith business judgment. If such discussions do not resolve a dispute, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the fees and expenses of the Mediator. The Post-Closing Balance Sheet, as agreed upon by the parties and determined under this subsection, shall be final and binding upon the parties. (c) The Federal Funds Rate shall mean the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date.