Common use of Closing Date Payment Clause in Contracts

Closing Date Payment. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the second business day prior to the Closing Date (the “Measurement Date”), is a positive number, then on the Closing Date Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount which Seller estimates to be the amount of the Purchase Price. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the Measurement Date, is a negative number, then 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 (the Purchase Price so transferred by Buyer or Seller, as the case may be, is referred to herein as the “Estimated Purchase Price”); provided, however, that with respect to Seller’s calculation of the Estimated Purchase Price as of the Measurement Date, only those Preclosing Loans made at least 15 days or more prior to the Closing Date are required to be included therein; provided, further, for avoidance of doubt, all Preclosing Loans transferred to Buyer at the Closing and not included in Seller’s calculation of the Estimated Purchase Price as of the Measurement Date (because such Loans were entered into between 15 days prior to the Closing Date and the Closing Date), will be included in Buyer’s calculation of the Preliminary Statement. The Estimated Purchase Price amount shall be set forth in a certificate executed by Seller setting forth in reasonable detail Seller’s calculation and delivered to Buyer by 5:00 pm Chicago time on the Measurement Date, which amount and calculation shall be reasonably acceptable to Buyer.

Closing Date Payment. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the second third business day prior to the Closing Date (the “Measurement Date”), is a positive number, then on the Closing Date Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount which Seller estimates to be the amount of the Purchase Price. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the Measurement Date, is a negative number, then 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 (the Purchase Price so transferred by Buyer or Seller, as the case may be, is referred to herein as the “Estimated Purchase Price”); provided, however, that with respect to Seller’s calculation of the Estimated Purchase Price as of the Measurement Date, only those Preclosing Loans made at least 15 days or more prior to the Closing Date are required to be included therein; provided, further, for avoidance of doubt, all Preclosing Loans transferred to Buyer at the Closing and not included in Seller’s calculation of the Estimated Purchase Price as of the Measurement Date (because such Loans were entered into between 15 days prior to the Closing Date and the Closing Date), will be included in Buyer’s calculation of the Preliminary Statement. The Estimated Purchase Price amount shall be set forth in a certificate executed by Seller setting forth in reasonable detail Seller’s calculation and delivered to Buyer by 5:00 pm 3:00 p.m. Chicago time on the day following the Measurement Date, which amount and calculation shall be reasonably acceptable to Buyer.” Section 1.12 Section 5.1(b)(iii) of the Agreement is hereby amended and restated in its entirety to read as follows:

Closing Date Payment. If the Purchase Price, calculated by the Seller as set forth above in Section 1.9 hereof but based upon the relevant values as of the close of business on the second business day Business Day prior to the Closing Date (the “Measurement Date”), is a positive number, then on the Closing Date Buyer the Seller shall transfer to Sellerthe Purchaser, by wire transfer in of immediately available funds to an account designated by Sellerthe Purchaser, an amount which the Seller estimates to be the amount of the Purchase Price. If In the Purchase Priceevent, calculated by Seller as set forth above but based upon however, the relevant values as of the close of business on the Measurement Date, is preceding formula produces a negative number, then the absolute value of such amount shall be paid by the Purchaser to the Seller by wire transfer of immediately available funds on the Closing Date Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyerthe Seller, an amount which and the Seller estimates shall have no obligation to be make any payment hereunder to the amount of the Purchase Price Purchaser (the Purchase Price so transferred by Buyer the Purchaser or the Seller, as the case may be, is referred to herein as the “Estimated Purchase Price”); provided, however, that with respect to Seller’s calculation of the Estimated Purchase Price as of the Measurement Date, only those Preclosing Loans made at least 15 days or more prior to the Closing Date are required to be included therein; provided, further, for avoidance of doubt, all Preclosing Pre-closing Loans transferred to Buyer the Purchaser at the Closing and not included in the Seller’s calculation of the Estimated Purchase Price as of the Measurement Date (because such Loans were entered into between 15 days within the second Business Day prior to the Closing Date and the Closing Date), will be included in Buyerthe Seller’s calculation of the Preliminary StatementStatement (as hereinafter defined). The Estimated Purchase Price amount shall be set forth in a certificate executed by the Seller setting forth in reasonable detail the Seller’s calculation and delivered to Buyer the Purchaser by 5:00 pm Chicago time p.m. (Central Time) on the Measurement Date, which amount and calculation shall be reasonably acceptable to Buyerthe Purchaser.