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”)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 the Applicable Percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) days immediately preceding the Closing Date, where the “Applicable Premium” is: (A) 1% for Deposit Liabilities of governmental entities (referred to as public deposits), (B) 0% for Deposit Liabilities of customers located outside Kentucky (referred to as out-of-state customers), (C) 1% for Deposit Liabilities that are repurchase agreements (or represent deposit liabilities to be transferred to repurchase agreements), (D) 0% for Deposit Liabilities that are brokered deposits (as such term is defined in 12 CFR § 337.6(a)(2)), (E) 7% for Deposit Liabilities which are maintained at the Owensboro Owned Branch, the Owensboro Leased Branch and the Elizabethtown Branch and which are not public deposits, out-of-state deposits, repurchase agreements or brokered deposits (as described above); (F) 4.25% for Deposit Liabilities which are maintained at the Frankfort Branch and which are not public deposits, out-of-state deposits, repurchase agreements or brokered deposits (as described above). (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 reasonably in good faith estimates to be the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, the Acquisition Value of the Assets and the Premium as of the close of business on the second business day prior to the Closing Date (the “Estimated Purchase Price”). Seller shall provide an accounting of the Estimated Purchase Price on the business day prior to the Closing Date for Buyer’s review. The Cash on Hand shall be transferred to Buyer at the Banking Offices as of the close of business on the Closing Date. (c) On the tenth (10th) business day after the Closing Date or such other date as may be agreed to in writing by the parties or determined in accordance with the following paragraph (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 Board of Governors of the Federal Reserve System (together with any Federal Reserve Bank, the “Federal Reserve”). If Buyer and Seller are unable to agree upon a final closing statement within ten (10) business days after the Closing Date, the closing statement, or so much thereof as has been prepared by the parties, shall be submitted to BKD, LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Independent Accountant”), along with any objections thereto and supporting documentation from each of Buyer and Seller. The Independent Accountant shall determine the Purchase Price and Adjustment Payment based on the terms of this Agreement and such determination shall be final, absent manifest error. In such an event, the “Adjustment Payment Date” shall be the third (3rd) business day after the date Buyer and Seller receive the written determination by the Independent Accountant of the Purchase Price and Adjustment Payment. If the determination of the Adjustment Payment is submitted to the Independent Accountant pursuant to this paragraph, Buyer and Seller shall provide one another and the Independent Accountant with access to all books and records necessary to determine the Adjustment Payment. Each of Seller and Buyer shall pay one-half of the Independent Accountant’s fees. (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 earned but unpaid interest on the 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) the Appraised Value of the Owned Real Property (as defined and determined as provided below); 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 June 30, 2019 is specified in Schedule C.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall will be made as follows: (a) Seller shall will pay to Buyer an amount of cash (the “"Purchase Price”)equal 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 aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C (defined hereinas such schedule is agreed upon by the parties at Closing) under the column entitled "Schedule C Loans – Liberty Bank and ▇▇▇▇▇▇▇ Story State Bank", less any unearned credit insurance commissions related thereto, as of the Assets (exclusive close of business on the Cash on Hand)Closing Date; minus (iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – ▇▇▇▇▇▇▇ Story State Bank", (as such schedule is agreed upon by the parties at Closing), less (A) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as of the close of business on the Closing Date; minus (v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus (vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus (vii) the amount of Cash on Hand; minus (vviii) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus (viix) the “"Premium”, ," which shall be is an amount equal to the Applicable Percentage lesser of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) days immediately preceding the Closing Date, where the “Applicable Premium” is: (A) 1% for Deposit Liabilities of governmental entities (referred to as public deposits), $5,400,000; or (B) 05.87% for of total Deposit Liabilities of customers located outside Kentucky assumed; plus (referred x) $5,000, representing a credit to Buyer for the telephones and related switch equipment listed under number 003281 on the fixed asset list attached as out-of-state customers)Schedule B, (C) 1% for Deposit Liabilities that are repurchase agreements (or represent deposit liabilities to be transferred to repurchase agreements), (D) 0% for Deposit Liabilities that are brokered deposits (which have been excluded as such term is defined in 12 CFR § 337.6(a)(2)), (E) 7% for Deposit Liabilities which are maintained at the Owensboro Owned Branch, the Owensboro Leased Branch and the Elizabethtown Branch and which are not public deposits, out-of-state deposits, repurchase agreements or brokered deposits (as described above); (F) 4.25% for Deposit Liabilities which are maintained at the Frankfort Branch and which are not public deposits, out-of-state deposits, repurchase agreements or brokered deposits (as described above)Personal Property hereunder. (b) On the Closing Date, Seller shall will transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller reasonably in good faith estimates to be the amount of the Purchase Price, which estimated amount shall will be based upon the values of the following as of the close of business on the third business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the Acquisition Value book value of the Assets Real Property and Personal Property, aggregate outstanding principal and earned but unpaid interest on the Loans, the Cash on Hand and the Premium as of the close of business on the second business day prior to the Closing Date (the “"Estimated Purchase Price”"). Seller shall provide an accounting of the Estimated Purchase Price on the business day prior to the Closing Date for Buyer’s review. The Cash on Hand shall be transferred to Buyer at the Banking Offices as of the close of business on the Closing Date. (c) On the tenth (10th) business day after the Closing Date or such other earlier date as may be agreed to in writing by the parties or determined in accordance with the following paragraph (the “"Adjustment Payment Date”"), an adjustment payment (the “"Adjustment Payment”") shall will 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 Section 2.04(b) and the Purchase Price calculated in accordance with this Section 2.04. Seller and will 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 Section 2.04(c) will 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 Board of Governors of the Federal Reserve System (together with any Federal Reserve Bank, the “Federal Reserve”). If Buyer and Seller are unable to agree upon a final closing statement within ten (10) business days after the Closing Date, the closing statement, or so much thereof as has been prepared by the parties, shall be submitted to BKD, LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Independent Accountant”), along with any objections thereto and supporting documentation from each of Buyer and Seller. The Independent Accountant shall determine the Purchase Price and Adjustment Payment based on the terms of this Agreement and such determination shall be final, absent manifest error. In such an event, the “Adjustment Payment Date” shall be the third (3rd) business day after the date Buyer and Seller receive the written determination by the Independent Accountant of the Purchase Price and Adjustment Payment. If the determination of the Adjustment Payment is submitted to the Independent Accountant pursuant to this paragraph, Buyer and Seller shall provide one another and the Independent Accountant with access to all books and records necessary to determine the Adjustment Payment. Each of Seller and Buyer shall pay one-half of the Independent Accountant’s fees. (d) For purposes All purchase price calculations are to be calculated in accordance with United States' generally accepted accounting principles, consistently applied ("GAAP"). (e) Until the end of the business day prior to the Closing Date, if any Loan on Schedule C suffers a material adverse event between the date of this Agreement and the Closing Date as determined by Buyer in its reasonable discretion (which includes the occurrence of defaults, bankruptcy filing or occurrence of a material adverse event affecting any obligor or any other event which would result in such Loan being downgraded to substandard, doubtful or loss), Buyer and Seller will use their best efforts to negotiate an appropriate change in the Purchase Price under Section 2.04(a). If the aggregate principal amount of Loans suffering such an adverse event equals or exceeds ten percent of the aggregate principal amount of Loan set forth on Schedule C as of the date of this Agreement, then Buyer and Seller shall negotiate an appropriate change in the “Acquisition Value” of the Assets Purchase Price under Section 2.04(a) and, if Buyer and Seller cannot agree on such a change, then all such loans will not be considered a Loan purchased hereunder and shall be the sum of the following: (i) the aggregate outstanding principal and earned but unpaid interest on the 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) the Appraised Value of the Owned Real Property (as defined and determined as provided below); 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 June 30, 2019 is specified in eliminated from Schedule C.