Common use of Calculation and Payment of Purchase Price Clause in Contracts

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) Seller shall pay to Buyer an amount of cash (the “Purchase Price”), in addition to the transfer of Cash on Hand, equal to: (i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minus (iv) the amount of Cash on Hand; minus (v) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (vi) the “Premium”, which shall be equal to a percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) business days immediately preceding the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is equal to the percentage (expressed in numerical rather than percentage form) of Seller’s aggregate outstanding principal amount of Loans sold to Buyer under this Agreement. (vii) Notwithstanding anything herein to the contrary, the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to mutually determine and agree upon the Loans to be added to or removed from the Memorandum Agreement as necessary to satisfy the requirements of this Section 6.04(a)(vii). (b) On the Closing Date, Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, and the Cash on Hand as of the close of business on the second business day prior to the Closing Date (the “Estimated Purchase Price”). (c) On the fifteenth (15th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the “Adjustment Payment Date”), an adjustment payment (the “Adjustment Payment”) shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller and Buyer shall agree upon a final closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) For purposes of this Agreement, the “Acquisition Value” of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and accrued but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business on the Closing Date, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the fair market value of the Real Property (the “Appraised Value Price”) determined as follows: each of Seller and Buyer shall select an independent appraisal firm having not less than five (5) years experience appraising similar property, and reasonably acceptable to the other party. The Appraised Value Price shall equal the average of the two appraisals; provided, however, that if the Appraised Value Price as so determined is greater or less than ten percent (10%) of the appraisal of either of Buyer’s or Seller’s appraisal firm, then such two firms shall select a third independent appraisal firm, and the average of the three appraisals shall constitute the Appraised Value Price. Buyer shall pay all costs relating to the appraisal initially obtained by Buyer and Seller shall pay all costs relating to the appraisal initially obtained by Seller. The costs of a third appraisal, if any, shall be shared equally by the parties. Notwithstanding anything in this 2.04(d)(ii) to the contrary, the minimum Appraised Value Price shall be $984,000.; plus (iii) the net book value of the Personal Property as of the close of business on the Closing Date as shown on the books and records of Seller, which amount as of March 31, 2011 is specified in Schedule B.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) Seller Buyer shall pay to Buyer Seller an amount of cash (the “Purchase Price”), in addition to the transfer of Cash on Hand, ) equal to: (i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minusplus (ivii) the amount of Cash on HandHand as of the close of business on the Closing Date; minusplus (viii) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; plus (iv) the “Premium,” which shall be equal to Four Million One Hundred Thousand Dollars ($4,100,000.00), reduced by (A) fifty percent (50%) of a fractional amount thereof the numerator of which fraction is the amount by which total of the Deposits assumed as of the Closing Date (other than Deposits described on Schedule E-1 as of the Closing Date) are less than $75,000,000.00 and the denominator of which fraction is $75,000,000.00, plus (B) fifty percent (50%) of a fractional amount thereof the numerator of which fraction is the amount by which the total of Loans purchased as of the Closing Date (other than Qualified Excluded Loans) is less than $75,000,000.00, and the denominator of which is $75,000,000.00; minus (v) the aggregate amount of principal and accrued interest of the Deposit Liabilities as of the close of business on the Closing Date; minus (vi) the “Premium”, which shall be equal to a percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) business days immediately preceding the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is equal to the percentage (expressed in numerical rather than percentage form) of Seller’s aggregate outstanding principal net amount of Loans sold any prorated items required by Section 2.06 hereof owed by Seller to Buyer under this Agreement. (vii) Notwithstanding anything herein to the contrary, the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to mutually determine and agree upon the Loans to be added to or removed from the Memorandum Agreement as necessary to satisfy the requirements of this Section 6.04(a)(vii)Buyer. (b) On the Closing Date, Seller Buyer shall transfer to BuyerSeller, by wire transfer in immediately available funds to an account designated by BuyerSeller, an amount which Seller estimates to be constitutes an estimate of the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, and the Acquisition Value of the Assets, the Cash on Hand and the Premium calculated as of the close of business on the second a date no earlier than six (6) business day days prior to the Closing Date (the “Estimated Purchase Price”). Should the Estimated Purchase Price calculation result in an amount less than zero, the Seller shall transfer the resulting amount by wire transfer in immediately available funds to an account designated by Buyer. (c) On the fifteenth thirtieth (15th30th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the “Adjustment Payment Date”), an adjustment payment (the “Adjustment Payment”) shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller and shall provide to Buyer shall agree upon a final closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal ReserveReserve in St. Louis. (d) For purposes of this Agreement, the “Acquisition Value” of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and accrued earned but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business on the Closing Date, excluding without any reduction for any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the fair market value of the Real Property (the “Appraised Value Price”) determined as follows: each of Seller and Buyer shall select an independent appraisal firm having not less than five (5) years experience appraising similar property, and reasonably acceptable to the other party. The Appraised Value Price shall equal the average of the two appraisals; provided, however, that if the Appraised Value Price as so determined is greater or less than ten percent (10%) of the appraisal of either of Buyer’s or Seller’s appraisal firm, then such two firms shall select a third independent appraisal firm, and the average of the three appraisals shall constitute the Appraised Value Price. Buyer shall pay all costs relating to the appraisal initially obtained by price agreed upon between Buyer and Seller shall pay all costs relating to for the appraisal initially obtained by Qualified Excluded Loans, as shown on Seller. The costs ’s books and records as of a third appraisal, if any, shall be shared equally by the parties. Notwithstanding anything in this 2.04(d)(ii) to close of business on the contrary, the minimum Appraised Value Price shall be $984,000.Closing Date; plus (iii) the net book value of FOUR MILLION NINE HUNDRED THIRTY-FIVE THOUSAND SEVEN HUNDRED NINETY-SEVEN AND NO/100 DOLLARS ($4,935,797.00) as of June 30, 2009, adjusted to the Personal Property net book value amount reflected on Seller’s books and records as of the close of business on the Closing Date for the Real Property as shown specified in Schedule A; plus (iv) the net book value of FIVE HUNDRED NINETY-SEVEN THOUSAND ONE HUNDRED FIFTY AND NO/100 DOLLARS ($597,150.00) as of June 30, 2009, adjusted to the net book value amount reflected on the Seller’s books and records of Seller, which amount as of March 31the close of business on the Closing Date and adjusted to the date of Closing for additions and dispositions, 2011 is for stolen, destroyed, lost, inoperable property, or for property not suitable for Buyer’s use pursuant to Section 1.01(c), for the Personal Property as specified in Schedule B.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) Seller shall pay to Buyer an amount of cash (the “"Purchase Price”"), in addition to the transfer of Cash on Hand, equal to: (i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) a nonrefundable conversion fee equal to $35,000 per branch to offset consideration of Seller's expenses related to data processing conversion; minus (iv) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minus (ivv) the amount of Cash on Hand; minus (vvi) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (vivii) the “"Premium”", which shall be equal to a percentage 8% of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) business days immediately preceding the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is equal to the percentage (expressed in numerical rather than percentage form) of Seller’s aggregate outstanding principal amount of Loans sold to Buyer under this Agreement. (vii) Notwithstanding anything herein to the contrary, the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to mutually determine and agree upon the Loans to be added to or removed from the Memorandum Agreement as necessary to satisfy the requirements of this Section 6.04(a)(vii)Deposits at Closing. (b) On the Closing Date, Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, and the Cash on Hand as of the close of business on the second business day prior to the Closing Date (the “"Estimated Purchase Price”"). (c) On the fifteenth (15th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the “"Adjustment Payment Date”"), an adjustment payment (the “"Adjustment Payment”") shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller and Buyer shall agree upon provide, at Buyer's request, a final closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) For purposes of this Agreement, the “"Acquisition Value” " of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and accrued earned but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business on the Closing Date, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the fair market appraised value of the Real Property (the “Appraised Value Price”) determined of $212,000 as follows: each of Seller and Buyer shall select an independent appraisal firm having not less than five (5) years experience appraising similar property, and reasonably acceptable to the other party. The Appraised Value Price shall equal the average of the two appraisals; provided, however, that if the Appraised Value Price as so determined is greater or less than ten percent (10%) of the appraisal of either of Buyer’s or Seller’s appraisal firm, then such two firms shall select a third independent appraisal firm, and the average of the three appraisals shall constitute the Appraised Value Price. Buyer shall pay all costs relating to the appraisal initially obtained by Buyer and Seller shall pay all costs relating to the appraisal initially obtained by Seller. The costs of a third appraisal, if any, shall be shared equally by the parties. Notwithstanding anything specified in this 2.04(d)(ii) to the contrary, the minimum Appraised Value Price shall be $984,000.Schedule A; plus (iii) the net book value of the Personal Property as of the close of business on the Closing Date as shown on the books and records of SellerDate, which amount as of March 31April 20, 2011 2001 is specified in Schedule B.

Calculation and Payment of Purchase Price. The ------------ ----------------------------------------- calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) Seller shall pay to Buyer an amount of cash (the “"Purchase Price”), in addition to the transfer of Cash on Hand, ") equal to: (i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minus (iv) the amount of Cash on Hand; minus (v) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (vi) the “"Premium”", which shall be equal to a percentage 7% of the average book value Deposits at Closing (exclusive of any public funds and certificates of deposit of more than $100,000), provided that such Premium shall not exceed $1,540,000. For purposes of this paragraph 2.04(a)(vi), the calculation of the Deposit Liabilities Premium shall be based on the fifteen (excluding any accrued interest payable thereon) for the ten (1015) business days immediately preceding day average of the Deposits ending on the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is equal to the percentage (expressed in numerical rather than percentage form) of Seller’s aggregate outstanding principal amount of Loans sold to Buyer under this Agreement. (vii) Notwithstanding anything herein to the contrary, the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to mutually determine and agree upon the Loans to be added to or removed from the Memorandum Agreement as necessary to satisfy the requirements of this Section 6.04(a)(vii). (b) On the Closing Date, Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount shall be based upon on the Deposit Liabilities, the proration amounts, and the Cash on Hand applicable balances as of the close of business on the second business day prior to the Closing Date (the “"Estimated Purchase Price”"). (c) On the fifteenth (15th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the “"Adjustment Payment Date”"), an adjustment payment (the “"Adjustment Payment”") shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under the preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller and Buyer shall agree upon provide, at Buyer's request, a final closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (d) For purposes of this Agreement, the “"Acquisition Value” " of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and accrued earned but unpaid interest on the Loans, together with any late charges accrued thereon, purchased Loans as of the close of business on the Closing Date, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) $325,000 for all of the fair market Real Property and Personal Property (including the ATM located at the Foodland grocery store in Rogersville, Alabama) associated with the Rogersville Branch Office; (iii) the appraised value of the Real Property (associated with the “Appraised Value Price”) Mall Branch Office, which appraised value shall be determined as follows: each by an MAI certified real estate appraiser that performs the majority of its work in Colbert and/or Lauderdale County, Alabama, such appraiser to be selected by Seller and by written notice to the Buyer shall select an independent appraisal firm having not less than within five (5) years experience appraising similar propertydays of the date of this Agreement provided, and reasonably acceptable that if Buyer chooses to obtain another MAI certified appraisal of the other partyReal Property associated with the Mall Branch Office, Buyer shall give notice to Seller of Buyer's desire to obtain a second appraisal within five (5) days after receiving the appraisal prepared by the appraiser selected by Seller. The Appraised Value Price Seller shall equal provide the appraisal obtained by it to Buyer within fifteen (15) days from the date hereof. If Buyer chooses to obtain a second appraisal, Buyer shall provide the appraisal obtained by it to Seller within thirty (30) days from the date hereof, in which event, the appraised value of the Real Property associated with the Mall Branch Office shall be the average of the two appraisals; provided, however, that if the Appraised Value Price as so appraised values determined is greater or less than ten percent (10%) of the appraisal of either of Buyer’s or Seller’s appraisal firm, then such two firms shall select a third independent appraisal firm, and the average of the three appraisals shall constitute the Appraised Value Price. Buyer shall pay all costs relating to the appraisal initially obtained by Buyer and Seller shall pay all costs relating to the appraisal initially obtained by Seller. The costs of a third appraisal, if any, shall be shared equally by the parties. Notwithstanding anything in this 2.04(d)(ii) to the contrary, the minimum Appraised Value Price shall be $984,000.two appraisers; plus (iiiiv) the net book value of Twenty Thousand Dollars ($20,000.00) for the Personal Property as of associated with the close of business on the Closing Date as shown on the books and records of Seller, which amount as of March 31, 2011 is specified in Schedule B.Mall Branch Office.

Calculation and Payment of Purchase Price. The calculation ------------ ------------------------------------------ and payment of the Purchase Price (defined herein) shall be made as follows: (a) Seller The aggregate purchase consideration price shall pay consist of the sum of two components, the Asset Purchase Price and the Premium (sometimes collectively referred to Buyer an amount of cash (herein as the “"Purchase Price”"), in addition to . The Asset Purchase Price shall equal the transfer of Cash on Hand, equal tosum of: (i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus (ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus (iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minusplus, (ivii) the amount of Cash on Hand; plus (iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer to Seller; minus (iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus (v) the net amount of any prorated items required by Section 2.06 2.05 hereof owed by Buyer Seller to Seller; minus (vi) the “Premium”, which shall be equal to a percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) business days immediately preceding the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is equal to the percentage (expressed in numerical rather than percentage form) of Seller’s aggregate outstanding principal amount of Loans sold to Buyer under this Agreement. (vii) Notwithstanding anything herein to the contrary, the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to mutually determine and agree upon the Loans to be added to or removed from the Memorandum Agreement as necessary to satisfy the requirements of this Section 6.04(a)(vii)Buyer. (b) The Premium shall equal an amount equal to seven percent (7%) of the In-Market Deposits at closing. In-Market Deposits shall include all deposits shown on the books of the Seller as attributable to the Branch Office consistent with its historical method of branch allocation, but excluding all public deposits and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansas. In-Market Deposits shall also include such other deposits as the Buyer and Seller shall mutually designate in writing. (c) On the Closing Date, Seller and Buyer shall determine an amount estimated to be the amount of the Asset Purchase Price, which estimated amount shall be based upon the items described in (a) above as of the close of business on the second business day prior to the Closing Date (the "Estimated Asset Purchase Price"). In the event the Asset Purchase Price is greater than zero, then Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates equal to be the amount absolute value of the Estimated Asset Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, and the Cash on Hand as of the close of business on the second business day prior to the Closing Date (the “Estimated Purchase Price”). (cd) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium. (e) If necessary, on the fifteenth (15th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the “"Adjustment Payment Date”"), an adjustment payment (the “"Adjustment Payment”") shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Asset Purchase Price paid under the preceding paragraph and the Asset Purchase Price calculated in accordance with this Section 2.04. Seller and Buyer shall agree upon provide, at Buyer's request, a final closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Asset Purchase Price. The Adjustment Payment due to either party pursuant to this paragraph shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as published by the Federal Reserve. (df) For purposes of this Agreement, the “"Acquisition Value” " of the Assets shall be the sum of the following: (i) the aggregate outstanding principal and accrued earned but unpaid interest on the Loans, together with any late charges accrued thereon, as of the close of business on the Closing Date, excluding any loan loss reserve or general reserve which may be associated with the Loans; plus (ii) the fair market net book value of the Real Property (the “Appraised Value Price”) determined as follows: each of Seller and Buyer shall select an independent appraisal firm having not less than five (5) years experience appraising similar property, and reasonably acceptable to the other party. The Appraised Value Price shall equal the average of the two appraisals; provided, however, that if the Appraised Value Price as so determined is greater or less than ten percent (10%) of the appraisal of either of Buyer’s or Seller’s appraisal firm, then such two firms shall select a third independent appraisal firm, and the average of the three appraisals shall constitute the Appraised Value Price. Buyer shall pay all costs relating to the appraisal initially obtained by Buyer and Seller shall pay all costs relating to the appraisal initially obtained by Seller. The costs of a third appraisal, if any, shall be shared equally by the parties. Notwithstanding anything in this 2.04(d)(ii) to the contrary, the minimum Appraised Value Price shall be $984,000.specified on SCHEDULE A; plus (iii) the net book value of the Personal Property as of the close of business on the Closing Date as shown on the books and records of Seller, which amount as of March 31, 2011 is specified in Schedule B.SCHEDULE B; plus (iv) One Dollar ($1.00) for the Records; plus (v) One Dollar ($1.00) for the Assumed Contracts; plus (vi) One Dollar ($1.00) for the Safe Deposit Box Business.