Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the 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 Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 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 (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 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 Greenville, 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 calendar days Within fifteen (15) Business Days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser Buyer a final closing settlement statement dated in substantially the form set forth on Schedule 3.3 (the “Final Settlement Statement”), that shall include appropriate post-Closing adjustments based upon actual Deposit Accounts, Loans and prepaid expenses as of the Effective Time and cash transactions that took place on the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of Date, or which took place prior to the Closing Date but were not reflected in the Preliminary Settlement Statement. Buyer shall notify Seller of any disputes in writing with respect to the Final Settlement Statement within five (5) Business Days of Buyer’s receipt thereof. Contemporaneously with the "delivery of the Final Closing Settlement Statement"). , Seller shall afford Purchaser provide Buyer with notice of and its accountants and attorneys the opportunity to review details concerning all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities Deposit Accounts that are overdrawn between the date of the Preliminary Closing Settlement Statement and the Final Settlement Statement, and Buyer shall be entitled to accept or reject such overdrafts in its sole discretion. Within thirty (30) Business Days after the Closing Date, the Parties shall make an appropriate post-Closing adjustment payment to reflect the difference, if any, between the amount calculated pursuant to the Final Settlement Statement together and the amount calculated and paid pursuant to the Preliminary Settlement Statement (the “Adjustment Payment”). The Adjustment Payment shall be made by wire transfer of immediately available funds with interest thereon computed wire instructions to be provided by the Party to receive such payment. (b) Interest on the amount of the Adjustment Payment for the period from the Closing Date to the date of the payment of the Adjustment Payment (the “Adjustment Payment Date”) shall be due to the party receiving the Adjustment Payment. Interest shall be calculated on a daily basis at a rate equal to the average of the high and low bids for Federal Funds as report in The Wall Street Journal, divided by 365 days on each day from the Closing Date to the Adjustment Payment Date at excluding the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust Adjustment Payment Date. (c) If B▇▇▇▇ delivers written notice of a dispute with respect to the Final Settlement Statement within five (5) Business Days of its receipt thereof in accordance with Section 3.5(a) and Buyer and Seller are unable to agree on 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 a result of a payment by check received prior to the Effective Time, which item is returned Adjustment Payment within thirty (30) Business Days after the Closing Date, the asset value represented matter will be submitted the matter to an independent accounting firm of national standing mutually agreed to by Seller and Buyer (the Branch Loan transferred shall be correspondingly increased “Independent Accounting Firm”); provided, that, if Seller and an (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party B▇▇▇▇ cannot mutually agree on the Adjustment Payment Dateselection of the Independent Accounting Firm, then Seller and Buyer shall each party select an independent accounting firm and the accounting firms selected by each of Seller and Buyer shall pay to then mutually select an independent accounting firm of national standing that shall act as 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 Adjustment Payment Date to the date paid at the applicable Federal Funds RateIndependent Accounting Firm. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Independent Accounting Firm shall be by single arbitrator experienced in then determine all disputed portions of the matters at issue and selected by the Purchaser and the Seller and Final Settlement Statement in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within thirty (30) days after the submission of such matter for determination, which determination will be final and binding on the Parties. Buyer and Seller shall bear the percentage of the American Arbitration Associationfees and expenses of the Independent Accounting Firm equal to the proportion (expressed as a percentage) of the dollar value of the disputed amounts determined in favor of the other Party by the Independent Accounting Firm. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator The Final Settlement Statement and the two arbitrators shall select a third. The arbitration shall be held in such place in GreenvilleAdjustment Payment, South Carolina as may be specified agreed upon by B▇▇▇▇ and Seller or as determined by the arbitrator(s)Independent Accounting Firm pursuant to this subsection, 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 upon 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 partyParties.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of (including any adjustments to the Closing Date same required by Sections 1.4(b)(5) and (6)) (the "Final “Post-Closing Statement"Balance Sheet”). Additionally, Seller shall deliver to Purchaser within such 30-business day period a list of Loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar 15 business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of such a dispute, either party may submit the matter 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 a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees 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. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Greenville, 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 upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date Effective Time (the "Post-Post- Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar 15 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Dallas, Texas or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time 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 Greenville, 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final “Post-Closing Statement"Balance Sheet”). 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 StatementBalance Sheet. Within 10 calendar 15 business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter 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 a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees 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. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this Subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Greenville, 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 upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar business days after the Closing Date Effective Time (the "Post-Final Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date and Effective Time, prepared in accordance with GAAP generally accepted accounting principles consistently applied, reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as (the "Final Closing Balance Sheet") together with a copy of Seller's calculation of the Closing Date 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 calendar business days following the Post-Final 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 Preliminary Pre-Closing Statement Balance Sheet and the Final Closing Statement Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date Effective Time 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 Greenville, 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 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Statement Delivery Date"), Seller shall deliver to Purchaser Buyer a final closing statement dated as of the Closing Date and prepared in accordance with GAAP Effective Time reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing Statement"), including, but not limited to, the specific items described in paragraphs 2.2(a)(2) through (4) above, as adjusted, together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder. Notwithstanding the foregoing, the portion of the Purchase Price attributable to the Real Property and the Personal Property shall be adjusted only in the manner and to the extent described in paragraph 2.2(e) of this Agreement. Additionally, Seller shall deliver to Buyer a final list of the Transferred Loans purchased, individually identified by account number. Seller shall afford Purchaser Buyer and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Statement. Within 10 calendar 15 days following the Post-Closing Statement Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser Buyer shall meet at the offices of Seller, in Warren, Ohio, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement and the Final Post-Closing Statement and resulting changes in the Purchase Price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 party, which are later later, found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time 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 Greenville, 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 partypaid.

Post-Closing Adjustments. (a) Not later than 10 calendar days after The parties clearly understand that the Closing Date (Sellers are transferring the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated Business effective as of the Closing Effective Date, although the Business will be managed and/or operated by the Sellers from the Effective Date until and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of including the Closing Date (Date. In accordance therewith, the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity Sellers are entitled to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 a result of a payment by check received Accounts Receivables prior to the Effective Time, which item is returned Date and/or cash received with respect to the Accounts Receivables generated prior to the Effective Date. The Buyers are entitled to all Accounts Receivable generated on and after the Closing DateEffective Date and all proceeds received in connection therewith. It is further understood that the Seller may pay for certain items that are Assumed Liabilities. In connection therewith, the asset value represented by parties agree to meet on a mutually agreed upon date within thirty (30) days after the Branch Loan transferred shall be correspondingly increased and an BILL ▇▇ SALE AND ASSET PURCHASE AGREEMENT (bAMEDISYS, INC., PRN, INC., AND AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC.) In - PAGE 7 Closing Date to account for the event that a dispute arises as obligations of each party to the appropriate other party. In addition to other mutually agreed amounts to be transferred between Seller and Buyer, the parties agree as follows: (i) The Buyer shall be responsible for reimbursing Sellers for all expenses paid by either of the Sellers on or after the Effective Date and before the Closing Date which are attributable to either party the Business on or after the Adjustment Payment Effective Date, each party shall pay to including without limitation, all salaries and wages and related taxes incurred during 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 month of August and thereafter and paid to such other party promptly upon resolution with interest thereon from the 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 Sellers and/or the Seller and in accordance with the Commercial Arbitration Rules rent paid by either of the American Arbitration Association. In the event the parties cannot agree Sellers 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 Greenville, 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 Leases for equipment and/or leased space for the month of this Agreement. All costs August and expenses incurred in connection with any such arbitration proceeding that are related to the Purchased Assets; and (ii) The Seller shall be borne responsible for paying Buyer for any cash or cash equivalents received by the party against which Sellers for services rendered or products provided that are received and are attributable to the decision is rendered, or, if no decision is rendered, Business on or if after the decision is a compromise, equally by Purchaser as one party Effective Date and Seller, as before the other partyClosing Date but excluding any payments or portions thereof that are received and are attributable to accounts receivables earned prior to the Effective Date.

Post-Closing Adjustments. (a) Not later than 10 ten (10) calendar days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). 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 StatementBalance Sheet. Within 10 ten (10) calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Colquitt, Georgia, to effect the transfer of any funds as may be necessary to reflect agreed upon changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time 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 Greenville, 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller Huntington shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance 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 Huntington's calculation of the adjusted purchase price and amounts payable thereunder. Seller Additionally, Huntington shall deliver to Purchaser a final list of Loans purchased, individually identified by account number. 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 StatementBalance Sheet. Within 10 calendar 15 days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller Huntington and Purchaser shall meet at the offices of Huntington in Columbus, Ohio, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time 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 Greenville, 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 partypaid.

Post-Closing Adjustments. (a) Not later than 10 calendar days At the end of the first full month after the Closing Date and thereafter at the end of the next two succeeding months, Buyer shall review all shop orders identified at Closing by Buyer in the Closing Statement. For all listed shop orders closed during the 90-day period, a labor and overhead variance ("variance") adjustment will be calculated by comparing actual labor and overhead cost to Seller's standard cost. The variance will be allocated between the "PostSeller and Buyer based on the pro rata value of labor and overhead charged to the shop orders pre- and post-Closing Delivery Date")closing. The variance allocated to the pre-closing period will result in either a favorable variance in which case Buyer will reimburse the Seller or an unfavorable variance in which case the Seller will reimburse the Buyer. In addition, Seller during such reviews, Buyer shall deliver to Purchaser a final closing statement dated review all precious metal content in work in process inventory as of the Closing Date and prepared that has subsequently become finished goods inventory. Buyer shall calculate any difference between the actual precious metal content in accordance with GAAP reflecting the Assets sold and assigned and finished good inventory plus precious metal scrap amounts resulting therefrom (valued at the liabilities transferred and assumed hereunder as second London Fix) less the precious metal content reflected in the open shop orders (valued at the second London Fix). To the extent such difference is a positive number, Buyer will reimburse Seller; to the extent such difference is a negative number, Seller shall reimburse Buyer. Buyer shall account for the precious metal content upon the closing of the Closing Date (open shop order in a manner consistent with Seller's inventory control practices. For the purposes of this section, the second London Fix means the London Fix price set in the afternoon, London, U.K. time, for the relevant precious metal as stated in United States dollars and found on the Internet site ▇▇▇.▇▇▇▇▇.▇▇▇ under the headings "Final Closing StatementHistorical London Fixings" "). Seller shall afford Purchaser and its accountants and attorneys PM" for the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 a result of a payment by check received prior to the Effective Time, which item is returned after day preceding the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an (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 any commissions come due to the other party shall be paid any sales agent or representative of Seller for goods ordered prior to Closing but shipped after Closing, Buyer shall, on demand, pay such other party promptly upon resolution with interest thereon from the Adjustment Payment Date commissions 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 Greenville, 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 partynotwithstanding any agreement being an Excluded Liability.

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the 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 Statement. Within 10 15 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 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 anan 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 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 GreenvilleColumbia, 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 calendar 15 business days after the Closing Effective Date (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Effective Date and prepared in accordance with GAAP reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar 15 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser or Purchaser, as the case may be, shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Effective Date to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the weighted mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Date 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 Greenville, 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 20 business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as (the "Post-Closing Balance Sheet") together with a copy of Seller's calculation of the Closing Date 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 Post-Closing Balance Sheet and the Final Closing Statement. Within 10 calendar business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the executive offices of BNH in Manchester, New Hampshire 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 Preliminary Pre-Closing Statement Balance Sheet and the Post-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 Closing Date Effective Time to the Adjustment Payment Post-Closing Balance Sheet Delivery Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Post-Closing Balance Sheet Delivery Date, each party shall pay to the other on such Adjustment Payment Post-Closing Balance Sheet Delivery 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 Adjustment Payment Date Effective Time 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 Greenville, 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 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). 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 StatementBalance Sheet. Within 10 calendar 15 business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter 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 a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees 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. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this Subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Greenville, 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 upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar fifteen (15) business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP Seller's customary practices and procedures reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of the Loans, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar fifteen (15) business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Troy, North Carolina to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet, and the Final Post-Closing Statement Balance Sheet, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time 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 Greenville, 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 15 business days after the Closing Effective Date (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Effective Date and prepared in accordance with GAAP reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the Bill of Sale. Seller shall afford Purchaser and its accountants and attorneys ▇▇▇▇rneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 10 calendar 15 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser or Purchaser, as the case may be, shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Effective Date to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the weighted mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Date 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 Greenville, 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date and prepared in accordance with GAAP Effective Time reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser within such 30-day period a list of Loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar 5 business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of such a dispute, either party may submit the matter 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 a firm of certified public accountants mutually agreeable to Seller and Purchaser (the "Mediator"), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees 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. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Greenville, 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 upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar days Within fifteen (15) Business Days after the each Closing Date (the "Post-Closing Delivery or Subsequent Loan Purchase Date"), Seller shall deliver to Purchaser Buyer a final settlement statement with respect to such Closing or Subsequent Loans purchase in substantially the form set forth on Schedule 3.4 (the “Final Settlement Statement”), that shall include appropriate post-closing statement dated adjustments based upon actual Loans sold and transferred to Buyer as of such Closing or Subsequent Loan Purchase Date. Buyer shall notify Seller of any disputes with respect to the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as Final Settlement Statement within fifteen (15) Business Days of the Closing Date Buyer’s receipt thereof (the "Final Closing Statement"“Objection Deadline”). Seller The Buyer shall afford Purchaser the Seller and its accountants and attorneys the reasonable access and opportunity to review all work papers the relevant supporting documentation and documentation Records used by Seller the Buyer in preparing disputing the Final Closing Settlement Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 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. (b) In The parties shall make an appropriate post-closing adjustment payment to reflect the event that a dispute arises as difference, if any, between the amount of Loans calculated pursuant to the appropriate amounts Final Settlement Statement and the amount of Loans calculated and paid pursuant to be paid to either party the past Preliminary Settlement Statement(s) (the “Adjustment Payment”). Interest on the amount of the Adjustment Payment Date, each party shall pay for the period from the time of the applicable Closing or the Subsequent Loan Purchase Date to the other on such date of the payment of the 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 shall be due to the other party receiving the Adjustment Payment. Interest shall be paid calculated at a rate equal to the average of the high and low bids for Federal Funds as reported in The Wall Street Journal, on the applicable Closing or the Subsequent Loan Purchase Date or, if none, on the latest date immediately prior to the applicable Closing or the Subsequent Loan Purchase Date on which such other party promptly upon resolution with interest thereon from bids were reported in The Wall Street Journal. (c) If the Buyer objects to the Final Settlement Statement by the Objection Deadline, Buyer and Seller shall work in good faith to resolve any objections but, if the Buyer and Seller are unable to agree on the amount of the Adjustment Payment Date to within thirty (30) days after Buyer timely submits its objection notice, either 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 Buyer or the Seller and may submit the matter to an Arbitrator, which shall determine all disputed portions of the Final Settlement Statement in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within thirty (30) days after the submission of such matter for Mediation. The Buyer and the Seller shall each pay half of the American Arbitration Associationfees and expenses of the Arbitrator, except that the Arbitrator may assess the full amount of its fees and expenses against the relevant party if it determines that such party presented or objected to the Final Settlement Statement in bad faith. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator The Final Settlement Statement and the two arbitrators shall select a third. The arbitration shall be held in such place in GreenvilleAdjustment Payment, South Carolina as may be specified agreed upon by the arbitrator(s)Buyer and the Seller or determined by the Arbitrator under this subsection, 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, upon the parties. (d) The Adjustment Payment and any judgment interest thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced paid by either Purchaser or Seller in any court wire transfer of record having jurisdiction over immediately available funds to the subject matter or over any account of the parties party receiving the payment within five (5) Business Days of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne the Objection Deadline (if no objection is timely made by the party against which the decision is renderedBuyer), or, if no decision is renderedin the event that Buyer timely objects to the Final Settlement Statement, or if within five (5) Business Days of the decision is a compromise, equally by Purchaser as one party date that the Final Settlement Statement and Seller, as the other partyamount of the Adjustment Payment become final and binding upon the parties in accordance with subsection (c) of this Section 3.4.

Post-Closing Adjustments. (ai) Seller shall provide to Purchaser a Balance Sheet of Transferred Assets and Transferred Liabilities on the day immediately following the Closing Date which provides the actual Closing Date balances (“CLOSING DATE BALANCE SHEET”), and reflects any loan and deposit activities through the Effective Time. On the first business day following the Effective Time, Seller and Purchaser shall transfer any necessary funds to reflect any loan and deposit activities through the Effective Time. (ii) Not later than 10 calendar days the close of business on the twentieth (20th ) day after the Closing Date Effective Time (such actual date of delivery, the "Post“POST-Closing Delivery Date"CLOSING BALANCE SHEET DELIVERY DATE”), Seller Purchaser shall deliver to Purchaser Seller a final closing statement Balance Sheet of Transferred Assets and Transferred Liabilities dated as of the Closing Date and prepared in accordance Effective Time (the “POST-CLOSING BALANCE SHEET”), together with GAAP reflecting a copy of Purchaser’s calculation of the Assets sold and assigned Purchase Price as adjusted hereunder and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement")amounts payable thereunder. Seller Purchaser shall afford Purchaser Seller and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller Purchaser in preparing the Final Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date Balance Sheet. (b) Except as otherwise expressly provided herein, the determination of the Post-Closing Balance Sheet shall be final and binding on the parties hereto unless within thirty (30) days after receipt by Seller of the Post-Closing Balance Sheet, Seller shall notify Purchaser in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days after the receipt by Purchaser of notice of such disagreement, such items shall be determined by a nationally-recognized independent accounting firm selected by mutual agreement between Seller and Purchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) Business Day following the determination of the Post-Closing Balance Sheet (the actual date being "Adjustment Payment Date"“ADJUSTMENT PAYMENT DATE”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement Date Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the Purchase Price, together with interest thereon computed from the Closing Date Effective Time up to but not including the Adjustment Payment Date at the applicable Federal Funds Rate. (d) Notwithstanding the foregoing provisions of this Section 3.3, if at any time within ninety (90) days after the Post-Closing Balance Sheet Delivery Date either party discovers an error in the calculation of the Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to this Section 3.3 (“ORIGINAL PRICE”), being at least $50,000, individually or in the aggregate with all such errors, more or less than the Purchase Price would have been but for such error (“REVISED PRICE”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. Adjustments If the parties disagree on the existence or magnitude of an error within ten (10) Business Days after notice thereof, such matter shall be made resolved by an independent accounting firm in the same manner as described above for all items which would adjust resolving disputed items. Upon the amount determination 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 a result of a payment by check received prior to the Effective Time, which item is returned after the Closing DateRevised Price, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an (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 an amount to the other on that is the difference between the amount actually paid by such Adjustment Payment Date all amounts other than those party pursuant to Section 2.2, as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due adjusted pursuant to the other paragraphs of this Section 3.3, and the amount that such party shall be would have paid to such the other party promptly upon resolution if the Original Price had been equal to the Revised Price, together with interest thereon computed from the Effective Time up to but not including the 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 Greenville, 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 calendar 30 days after the Closing Date Effective Time (the "“Post-Closing Balance Sheet Delivery Date"”), Seller Sellers shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder (the “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 Sellers’ calculation of the Closing Date (the "Final Closing Statement")adjusted purchase price and amounts payable thereunder. 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 StatementBalance Sheet. Within 10 calendar 15 days following the Post-Closing Balance Sheet Delivery Date (the actual date being "“Adjustment Payment Date"”), Seller Sellers and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time 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 Greenville, 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 partypaid.

Post-Closing Adjustments. (a) Not As soon as practicable but not later than 10 calendar 45 days after the Closing Date Closing, Purchaser's independent certified public accountant (the "Post-Closing Delivery Date"), PricewaterhouseCoopers) shall audit Seller shall deliver to Purchaser a final closing statement dated determine its Operating Working Capital as of the Closing Date and prepared in accordance with GAAP reflecting prepare and deliver to the Assets sold and assigned and the liabilities transferred and assumed hereunder parties a proposed statement of Seller's Operating Working Capital as of the Closing Date (the "Final Proposed Closing StatementDate Operating Working Capital"). Seller The Proposed Closing Date Operating Working Capital shall afford be prepared in accordance with generally accepted accounting principles (except as set forth on Schedule 5.03 and as otherwise agreed upon by the parties) and in accordance with the following: (i) Seller's accounts receivable will be valued at face amount less adjustment for [a] any known claims, price adjustments or returns, and [b] uncollectibility. Seller's accounts receivable at September 30, 1998 will be adjusted to reflect accounting treatment consistent with the statement of Operating Working Capital as of Closing Date. (ii) The valuation of Seller's inventory will be based upon a physical inventory taken the day after the Closing Date. Such inventory shall be observed by representatives of Purchaser and its Seller. Appropriate adjustment for slow-moving and obsolete inventory will be made in accordance with generally accepted accounting principles. Seller's inventory at September 30, 1998 will be adjusted to reflect accounting treatment consistent with the statement of Operating Working Capital as of the Closing Date. (iii) The difference in Seller's prepaid expenses as of the Closing Date and as of September 30, 1998 has been calculated as set forth on Schedule 5.03(iii) and shall be reflected in the Operating Working Capital calculation. (iv) Seller's accounts payable and accrued payroll and other accrued expenses shall be calculated as of the Closing Date. Seller's accounts payable and accrued payroll and other accrued expenses at September 30, 1998 will be adjusted to reflect accounting treatment consistent with the statement of Operating Working Capital as of the Closing Date. Operating Working Capital shall not include any Excluded Assets or Excluded Liabilities. (v) The statement of Operating Working Capital as of the Closing Date shall not include any assets and/or liability for the Bonus Amount. The independent certified public accountants shall permit Purchaser, Seller and attorneys the opportunity their designated representatives or advisors to review all accounting records and all work papers and documentation computations used by them in the preparation of the Proposed Closing Date Operating Working Capital. If Seller in preparing does not give notice of dispute to Purchaser within 15 days of receiving the Final Proposed Closing StatementDate Operating Working Capital, the parties agree that the Proposed Closing Date Operating Working Capital shall become the Operating Working Capital as of the Closing Date. Within 10 calendar days following the PostIf Seller gives notice of dispute to Purchaser within such 15-Closing Delivery Date (the actual date being "Adjustment Payment Date")day period, Seller and Purchaser shall effect negotiate in good faith to resolve the transfer dispute. If, after 15 days from the date notice of dispute is given hereunder, Seller and Purchaser cannot agree on the resolution of the dispute, the parties shall designate an independent certified public accounting firm acceptable to Purchaser and Seller to resolve the dispute, whose decision as to the Operating Working Capital as of the Closing Date shall be conclusive and binding upon Seller and Purchaser. The expenses pertaining to any funds dispute resolution hereunder shall be shared equally by Seller and Purchaser. (b) If, upon final determination of the Operating Working Capital as may be necessary of the Closing Date, the Operating Working Capital as of the Closing Date is less than the Operating Working Capital as of September 30, 1998, Seller shall pay to reflect changes in Purchaser the amount of such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with difference plus interest thereon computed from the Closing Date to the Adjustment Payment Date date of payment at the applicable Federal Funds Raterate of 8% per annum. Adjustments shall be made for all items which would adjust If, upon final determination of the amount Operating Working Capital as 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 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 Operating Working Capital as of the Branch Loan transferred shall be correspondingly increased and an (b) In Closing Date is more than the event that a dispute arises Operating Working Capital as to the appropriate amounts to be paid to either party on the Adjustment Payment Dateof September 30, each party 1998, Purchaser shall pay to Seller the other on amount of 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 difference plus interest thereon from the Adjustment Payment Closing Date to the date paid of payment at the applicable Federal Funds Raterate of 8% per annum. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Any such amount shall be paid 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 wire transfer within ten days 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 Greenville, 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 final determination of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision Operating Working Capital as 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 partyClosing Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 15 business days after the Closing Date Effective Time (the "Post-Post- Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar 15 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Atlanta, Georgia to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time 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 Greenville, 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the 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 Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 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 anan 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 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 GreenvilleColumbia, 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 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the 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 Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds 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 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 anan 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 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 GreenvilleColumbia, 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 calendar 30 business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ 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 StatementBalance Sheet and to be satisfied with the Post-Closing Balance Sheet. Within 10 calendar 15 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Raleigh, North Carolina, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. The In the event representatives of each party are unable to resolve a dispute as to amounts to be paid hereunder, the parties agree will refer the disputed amounts to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in their respective public accountants to determine the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Associationcorrect amounts due. In the event the parties cannot agree public accountants are unable to resolve the dispute, all information bearing on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration issue shall be held in such place in Greenville, South Carolina as may be specified referred to an independent third-party accountant agreed on by the arbitrator(s)parties' public accountants, and whose determination of the amounts due 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 partyfinal.

Post-Closing Adjustments. (a) Not later than 10 calendar 20 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP customary banking practices reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the same required by this Agreement) (the “Post-Closing Balance Sheet”). In addition, Seller shall deliver to Purchaser within 10 days following the Closing a list of 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 Closing Date (Effective Time, which lists shall also be appended to the "Final Closing Statement")▇▇▇▇ 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 StatementBalance Sheet. Within 10 calendar 15 business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereafter 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 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. The In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties agree will attempt to arbitrate any disputes arising under this subsection (b)resolve the dispute using their good faith business judgment. Arbitration shall be by single arbitrator experienced in If such discussions do not resolve a dispute, either party may submit the matters at issue and selected by the Purchaser and 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 Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Greenville, 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 upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending 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 partyAdjustment Payment Date.

Post-Closing Adjustments. (a) Not Sixty (60) days after the Closing, Seller shall prepare and deliver to Purchaser, in accordance with this Agreement and generally accepted accounting principles, a statement setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. The amount of all uncured Title Defects including exercised preferential rights and withheld consents to assign shall also be incorporated in this settlement statement. The Parties shall undertake to agree with respect to the amounts due pursuant to such Post-Closing adjustment no later than 10 calendar ninety (90) days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing StatementSettlement Date"). If the Purchase Price as finally adjusted pursuant to this Section 8.1 is more than the amount paid by Purchaser at the Closing, Purchaser shall pay to Seller in immediately available funds the amount of such difference. If the Purchase Price as so adjusted is less than the amount paid by Purchaser at the Closing, Seller shall afford pay to Purchaser and its accountants and attorneys in immediately available funds the opportunity amount of such difference. Payment by shall be made within five (5) days after the date agreement is reached with respect to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 10 calendar days following amounts due pursuant to the Post-Closing Delivery Date adjustment. (b) The proration of ad valorem taxes, if any, made at the actual date being "Adjustment Payment Date"), Seller and Purchaser Closing pursuant to Section 2.2(c) shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities adjusted between the Preliminary Parties in the Post-Closing Statement statement to accurately reflect the proper amount due. (c) Any revenues received or costs and expenses paid by Purchaser after the Final Closing Statement together with interest thereon computed from the Closing Settlement Date which are attributable to the Adjustment Payment Date at the applicable Federal Funds 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 a result of a payment by check received Interests prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred Time shall be correspondingly increased and an (b) In the event that a dispute arises billed or reimbursed to Seller 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 existsappropriate. 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 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 Greenville, 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 revenues received 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 paid by Seller after the Final Settlement Date which are attributable to the Interests after the Effective Time, and not expressly reserved by Seller, shall be borne by the party against which the decision is rendered, or, if no decision is rendered, billed or if the decision is a compromise, equally by reimbursed to Purchaser as one party and Seller, as the other partyappropriate.

Post-Closing Adjustments. Seller has completed its reconciliation for charges paid in calendar year 2005 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (a“Additional Rents”) Not later than 10 calendar days after charged to Tenants under the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement")Leases. Seller shall afford Purchaser and its accountants and attorneys the opportunity agrees to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at directly reimburse the applicable Federal Funds Rate. Adjustments shall be made tenant (as opposed to credit future rent) for all items which would adjust the amount amounts 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 Additional Rent calculated by Seller as a result of a payment being due to such tenant for the calendar year 2005. With respect to any Additional Rent (including Additional Rent collected by check received prior to Landlord for the Effective Timeperiod from January 1, 2006 through Closing) which item is returned not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Seller, within thirty (30) days after the asset value represented by Additional Rents have been finally adjusted between landlord and the Branch Loan transferred shall be correspondingly increased tenants, a supplemental statement covering any such Additional Rents or any other items which have been finally adjusted between the landlord and an (b) such tenants, containing a calculation of the adjustments of such Additional Rents. In the event that Seller or the landlord is obligated to reimburse a dispute arises tenant for Additional Rent for calendar year 2005 in an amount in excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the appropriate amounts period from January 1, 2006 through Closing, then Seller shall reimburse Purchaser for such amount within thirty (30) days after receipt of the supplemental statement. If Purchaser or the landlord recovers any Additional Rent from any tenant attributable to be paid calendar year 2005 or the period from January 1, 2006 through Closing, then Purchaser shall pay such amount to either party on the Adjustment Payment DateSeller within thirty (30) days of collecting such payments. With respect to each item of Additional Rent, each party will 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 make available to the other party shall be paid during regular business hours the records relating to such other items for inspection or audit by such party promptly upon resolution with interest thereon from the 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 Greenville, 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 partyits representatives.

Post-Closing Adjustments. (a) Not later than 10 calendar business days after the Closing Date Effective Time (the "Post-“Final Closing Balance Sheet Delivery Date"”), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date and Effective Time, prepared in accordance with GAAP generally accepted accounting principles consistently applied, reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as (the “Final Closing Balance Sheet”) together with a copy of Seller’s calculation of the Closing Date 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 calendar business days following the Post-Final 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 Preliminary Pre-Closing Statement Balance Sheet and the Final Closing Statement Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date Effective Time 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 Greenville, 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 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller Huntington shall deliver to Purchaser Purchasers a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance 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 Huntington's calculation of the adjusted purchase price and amounts payable thereunder. Seller Additionally, Huntington shall deliver to Purchasers a final list of Loans purchased, individually identified by account number. Huntington shall afford Purchaser Purchasers and its their accountants and attorneys the opportunity to review all work papers and documentation used by Seller Huntington in preparing the Final Post-Closing StatementBalance Sheet. Within 10 calendar 15 days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller Huntington and Purchaser Purchasers shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time 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 Greenville, 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 partypaid.

Post-Closing Adjustments. Seller has completed its reconciliation for charges paid in calendar year 2006 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (a“Additional Rents”) Not later than 10 calendar days after charged to tenants under the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement")Leases. Seller shall afford Purchaser and its accountants and attorneys the opportunity agrees to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at directly reimburse the applicable Federal Funds Rate. Adjustments shall be made tenant (as opposed to credit future rent) for all items which would adjust the amount amounts 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 Additional Rent calculated by Seller as being due to such tenant for the calendar year 2006. With respect to any Additional Rent (including Additional Rent collected by landlord (references to a result landlord of a payment by check received prior Property shall include a reference to 10/120 Ground Lessee in its capacity as a sublandlord) for the Effective Timeperiod from January 1, 2007 through Closing) which item is returned not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Seller, within thirty (30) days after the asset value represented by Additional Rents have been finally adjusted between landlord and the Branch Loan transferred shall be correspondingly increased tenants, a supplemental statement covering any such Additional Rents or any other items which have been finally adjusted between the landlord and an (b) such tenants, containing a calculation of the adjustments of such Additional Rents. In the event that Seller or the landlord is obligated to reimburse a dispute arises tenant for Additional Rent for calendar year 2006 in an amount in excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the appropriate amounts period from January 1, 2007 through Closing, then Seller shall reimburse Purchaser for such amount within thirty (30) days after receipt of the supplemental statement. If Purchaser or the landlord recovers any Additional Rent from any tenant attributable to be paid calendar year 2006 or the period from January 1, 2007 through Closing, then Purchaser shall pay such amount to either party on the Adjustment Payment DateSeller within thirty (30) days of collecting such payments. With respect to each item of Additional Rent, 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 make available to the other party shall be paid during regular business hours the records relating to such other items for inspection or audit by such party promptly upon resolution with interest thereon from the 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 Greenville, 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 partyits representatives.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). 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 StatementBalance Sheet. Within 10 calendar days On or before the 15th business day following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds 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 Rate (as 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 anhereinafter 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 Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter 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 a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees 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. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this Subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Greenville, 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 upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending 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 partyAdjustment Payment Date.