Common use of Preliminary Balance Sheet and Final Balance Sheet Clause in Contracts

Preliminary Balance Sheet and Final Balance Sheet. (a) Five (5) Business Days before the Closing Date, Seller shall present Buyer with the Preliminary Balance Sheet, which shall contain a list of the balances of the Assets and the Assumed Liabilities as of a date no earlier than ten (10) Business Days before the Closing Date, certified by the President or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected on the Preliminary Balance Sheet, and the parties shall calculate all amounts pursuant to Section 1.5 in accordance with the amounts reflected on the Preliminary Balance Sheet. (b) Within thirty (30) days after the Closing Date, Seller shall present Buyer with a list of the balances of the Assets and the Assumed Liabilities (including a list of the Loans identified by loan number and a list of the Deposits identified by account number) as of the Effective Time, certified by the President or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected thereon (the “Final Balance Sheet”). Subject to the Buyer’s Putback Loan rights set forth in Section 5.13 and the indemnification rights provided in Article IX, the Final Balance Sheet shall become final and binding on Buyer and Seller ten (10) Business Days after its delivery to Buyer, unless Buyer gives written notice to Seller of its disagreement with respect to any item included in such statement provided such item was not previously reflected in substantially the same manner in the Preliminary Balance Sheet. Seller and Buyer shall use commercially reasonable efforts to resolve any disagreement during the ten (10)-Business Day period after receipt by Seller of the notice. If the disagreement is not resolved during such ten (10)-Business Day period, the parties agree to follow the procedures set forth in Section 1.7(c) to resolve such dispute, and such Final Balance Sheet shall be modified by any such resolution, whereupon the Final Balance Sheet shall become final and binding. When the Final Balance Sheet becomes final and binding, an appropriate adjusting cash settlement payment from Seller to Buyer or from Buyer to Seller, as the case may be, shall be made together with accrued interest calculated at the federal funds rate in effect on the Closing Date for the number of days elapsed between the Closing Date and the date of such adjusting settlement payment. (c) In the event that the parties should fail to agree on the Final Balance Sheet in accordance with Section 1.7(b), then the parties shall refer such disputed matters to an independent firm of certified public accountants of national standing (an “Accountant”) reasonably acceptable to Buyer and Seller, and Buyer and Seller agree to be bound by the determination of such Accountant with respect to such disputed matters. Buyer and Seller shall agree upon an Accountant within seven (7) days after the date on which either Buyer or Seller notifies the other in writing that the referral of a disputed matter within the scope of this Section 1.7 is necessary. Buyer and Seller agree to share equally the fees and charges of the Accountant. If Buyer and Seller shall fail to agree on an Accountant within such seven (7)-day period, then Buyer and Seller shall each choose an accountant who shall mutually select a third qualifying accountant who shall be the Accountant for purposes of this Section 1.7. Buyer and Seller agree to share equally the fees and charges of the third Accountant appointed hereunder for its services in resolving disputes within the scope of this Section 1.7. (d) The provisions of Section 1.7(c) are not intended to and shall not be interpreted to require that the parties refer to an Accountant (i) any dispute arising out of a breach by one of the parties of its obligations under this Agreement, (ii) any dispute the resolution of which requires a construction or interpretation of this Agreement, or (iii) any dispute other than a dispute referred to in Section 1.7(b). The parties reserve all rights and remedies, including rights at law or in equity, to resolve disputes other than those within the scope of Section 1.7(b).

Preliminary Balance Sheet and Final Balance Sheet. (a) Five (5) Business Days before On the Closing Date, Seller shall present Buyer with the Preliminary Balance Sheet, which shall contain a list of the balances of the Assets and the Assumed Liabilities as of a date no earlier than ten five (105) Business Days before business days prior to the Closing Date, certified by the President Chief Executive Officer or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected on thereon (the “Preliminary Balance Sheet”), and the parties shall will calculate all amounts pursuant to Section 1.5 in accordance with the amounts reflected on the Preliminary Balance Sheet. (b) . Within thirty (30) days after following the Closing Date, Seller shall present Buyer with a list of the balances of the Assets and the Assumed Liabilities (including a list of the Loans identified by loan number and a list of the Deposits identified by account number) as of the Effective Time, certified by the President Chief Executive Officer or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected thereon (the “Final Balance Sheet”). Additionally, Seller shall deliver to Buyer a list of Loans purchased, individually identified by account number, which list shall be appended to the Xxxx of Sale, and a list of the Deposits assumed, which list shall be appended to the Assignment and Assumption Agreement. Subject to the Buyer’s Putback Loan rights set forth in Section 5.13 and the of indemnification rights provided in Article IXpursuant to ARTICLE 8, the Final Balance Sheet shall become final and binding on Buyer and Seller ten (10) Business Days business days after its delivery to Buyer, unless Buyer gives written notice to Seller of its disagreement with respect to any item included in such statement provided such item was not previously reflected in substantially the same manner in the Preliminary Balance Sheetstatement. Seller and Buyer shall use commercially reasonable efforts to resolve any the disagreement during the ten (10)-Business Day 10) business day period after following receipt by Seller of the notice. If the disagreement is not resolved during such ten (10)-Business Day 10) business day period, the parties agree to follow the procedures set forth in Section 1.7(c) 12.16 to resolve such dispute, and such Final Balance Sheet shall be modified by any such resolution, whereupon the Final Balance Sheet shall become final and binding. When the Final Balance Sheet becomes final and binding, an appropriate adjusting cash settlement payment from Seller to Buyer or from Buyer to Seller, as the case may be, shall will be made together with accrued interest calculated at the federal funds rate in effect on the Closing Date for the number of days elapsed between the Closing Date and the date of such adjusting settlement payment. (c) In the event that the parties should fail to agree on the Final Balance Sheet in accordance with Section 1.7(b), then the parties shall refer such disputed matters to an independent firm of certified public accountants of national standing (an “Accountant”) reasonably acceptable to Buyer and Seller, and Buyer and Seller agree to be bound by the determination of such Accountant with respect to such disputed matters. Buyer and Seller shall agree upon an Accountant within seven (7) days after the date on which either Buyer or Seller notifies the other in writing that the referral of a disputed matter within the scope of this Section 1.7 is necessary. Buyer and Seller agree to share equally the fees and charges of the Accountant. If Buyer and Seller shall fail to agree on an Accountant within such seven (7)-day period, then Buyer and Seller shall each choose an accountant who shall mutually select a third qualifying accountant who shall be the Accountant for purposes of this Section 1.7. Buyer and Seller agree to share equally the fees and charges of the third Accountant appointed hereunder for its services in resolving disputes within the scope of this Section 1.7. (d) The provisions of Section 1.7(c) are not intended to and shall not be interpreted to require that the parties refer to an Accountant (i) any dispute arising out of a breach by one of the parties of its obligations under this Agreement, (ii) any dispute the resolution of which requires a construction or interpretation of this Agreement, or (iii) any dispute other than a dispute referred to in Section 1.7(b). The parties reserve all rights and remedies, including rights at law or in equity, to resolve disputes other than those within the scope of Section 1.7(b).

Preliminary Balance Sheet and Final Balance Sheet. (a) Five (5) Business Days before On the Closing Date, Seller shall present Buyer with the Preliminary Balance Sheet, which shall contain a list of the balances of the Assets and the Assumed Liabilities as of a date no earlier than ten (10) Business Days before 3 business days prior to the Closing Date, certified by the President Chief Executive Officer or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected on thereon (the “Preliminary Balance Sheet”), and the parties shall will calculate all amounts pursuant to Section 1.5 in accordance with the amounts reflected on the Preliminary Balance Sheet. (b) . Within thirty (30) 30 days after following the Closing Date, Seller shall present Buyer with a list of the balances of the Assets and the Assumed Liabilities (including a list of the Loans identified by loan number and a list of the Deposits identified by account number) as of the Effective Time, certified by the President Chief Executive Officer or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected thereon (the “Final Balance Sheet”). Additionally, Seller shall deliver to Buyer a list of Loans purchased, individually identified by account number, which list shall be appended to the Xxxx of Sale, and a list of the Deposits assumed, which list shall be appended to the Assignment and Assumption Agreement. Subject to the Buyer’s Putback Loan rights set forth in Section 5.13 and the of indemnification rights provided in pursuant to Article IX9, the Final Balance Sheet shall become final and binding on Buyer and Seller ten (10) Business Days 10 business days after its delivery to Buyer, unless Buyer gives written notice to Seller of its disagreement with respect to any item included in such statement provided such item was not previously reflected in substantially the same manner in the Preliminary Balance Sheetstatement. Seller and Buyer shall use commercially reasonable efforts to resolve any the disagreement during the ten (10)-Business Day 10 business day period after following receipt by Seller of the notice. If the disagreement is not resolved during such ten (10)-Business Day 10 business day period, the parties agree to follow the procedures set forth in Section 1.7(c) 13.16 to resolve such dispute, and such Final Balance Sheet shall be modified by any such resolution, whereupon the Final Balance Sheet shall become final and binding. When the Final Balance Sheet becomes final and binding, an appropriate adjusting cash settlement payment from Seller to Buyer or from Buyer to Seller, as the case may be, shall will be made together with accrued interest calculated at the federal funds rate in effect on the Closing Date for the number of days elapsed between the Closing Date and the date of such adjusting settlement payment. (c) In the event that the parties should fail to agree on the Final Balance Sheet in accordance with Section 1.7(b), then the parties shall refer such disputed matters to an independent firm of certified public accountants of national standing (an “Accountant”) reasonably acceptable to Buyer and Seller, and Buyer and Seller agree to be bound by the determination of such Accountant with respect to such disputed matters. Buyer and Seller shall agree upon an Accountant within seven (7) days after the date on which either Buyer or Seller notifies the other in writing that the referral of a disputed matter within the scope of this Section 1.7 is necessary. Buyer and Seller agree to share equally the fees and charges of the Accountant. If Buyer and Seller shall fail to agree on an Accountant within such seven (7)-day period, then Buyer and Seller shall each choose an accountant who shall mutually select a third qualifying accountant who shall be the Accountant for purposes of this Section 1.7. Buyer and Seller agree to share equally the fees and charges of the third Accountant appointed hereunder for its services in resolving disputes within the scope of this Section 1.7. (d) The provisions of Section 1.7(c) are not intended to and shall not be interpreted to require that the parties refer to an Accountant (i) any dispute arising out of a breach by one of the parties of its obligations under this Agreement, (ii) any dispute the resolution of which requires a construction or interpretation of this Agreement, or (iii) any dispute other than a dispute referred to in Section 1.7(b). The parties reserve all rights and remedies, including rights at law or in equity, to resolve disputes other than those within the scope of Section 1.7(b).

Preliminary Balance Sheet and Final Balance Sheet. (a) Five (5) Business Days before the Closing Date, Seller shall present Buyer with the Preliminary Balance Sheet, which shall contain a list of the balances of the Assets and the Assumed Liabilities as of a date no earlier than ten (10) Business Days before the Closing Date, certified by the President or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected on the Preliminary Balance Sheet, and the parties shall calculate all amounts pursuant to Section 1.5 in accordance with the amounts reflected on the Preliminary Balance Sheet. (b) Within thirty (30) days after the Closing Date, Seller shall present Buyer with a list of the balances of the Assets and the Assumed Liabilities (including a list of the Loans identified by loan number and a list of the Deposits identified by account number) as of the Effective Time, certified by the President or Chief Financial Officer of Seller (acting in his or her official capacity, and not individually) to be true and correct as of the date reflected thereon (the “Final Balance Sheet”). Subject to the Buyer’s Putback Loan rights Rights set forth in Section 5.13 4.14 and the indemnification rights provided in Article IXVIII, the Final Balance Sheet shall become final and binding on Buyer and Seller ten (10) Business Days after its delivery to Buyer, unless Buyer gives written notice to Seller of its disagreement with respect to any item included in such statement provided such item was not previously reflected in substantially the same manner in the Preliminary Balance Sheet. Seller and Buyer shall use commercially reasonable efforts to resolve any disagreement during the ten (10)-Business Day period after receipt by Seller of the notice. If the disagreement is not resolved during such ten (10)-Business Day period, the parties agree to follow the procedures set forth in Section 1.7(c) to resolve such dispute, and such Final Balance Sheet shall be modified by any such resolution, whereupon the Final Balance Sheet shall become final and binding. When the Final Balance Sheet becomes final and binding, an appropriate adjusting cash settlement payment from Seller to Buyer or from Buyer to Seller, as the case may be, shall be made together with accrued interest calculated at the federal funds rate in effect on the Closing Date for the number of days elapsed between the Closing Date and the date of such adjusting settlement payment. (c) In the event that the parties should fail to agree on the Final Balance Sheet in accordance with Section 1.7(b), then the parties shall refer such disputed matters to an independent firm of certified public accountants of national standing (an “Accountant”) reasonably acceptable to Buyer and Seller, and Buyer and Seller agree to be bound by the determination of such Accountant with respect to such disputed matters. Buyer and Seller shall agree upon an Accountant within seven (7) days after the date on which either Buyer or Seller notifies the other in writing that the referral of a disputed matter within the scope of this Section 1.7 is necessary. Buyer and Seller agree to share equally the fees and charges of the Accountant. If Buyer and Seller shall fail to agree on an Accountant within such seven (7)-day period, then Buyer and Seller shall each choose an accountant who shall mutually select a third qualifying accountant who shall be the Accountant for purposes of this Section 1.7. Buyer and Seller agree to share equally the fees and charges of the third Accountant appointed hereunder for its services in resolving disputes within the scope of this Section 1.7. (d) The provisions of Section 1.7(c) are not intended to and shall not be interpreted to require that the parties refer to an Accountant (i) any dispute arising out of a breach by one of the parties of its obligations under this Agreement, (ii) any dispute the resolution of which requires a construction or interpretation of this Agreement, or (iii) any dispute other than a dispute referred to in Section 1.7(b). The parties reserve all rights and remedies, including rights at law or in equity, to resolve disputes other than those within the scope of Section 1.7(b).