Common use of Preparation of Estimated Closing Balance Sheet; Closing Date Adjustment Clause in Contracts

Preparation of Estimated Closing Balance Sheet; Closing Date Adjustment. Seller shall prepare in good faith and, not later than 2 Business Days prior to the Closing Date, deliver to Purchaser (i) the Estimated Closing Balance Sheet reflecting thereon Seller's best estimate of the Closing Balance Sheet Assets, the Closing Balance Sheet Liabilities, and the Estimated Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions 6NEXT PAGE contemplated by this Agreement and the Ancillary Agreements, (ii) Seller's best estimate of the Estimated Closing Book Value Shortfall, if any, based on the Estimated Closing Balance Sheet, (iii) Seller's best estimate of the Retail Deposits as of the close of business on the Closing Date (the "Estimated Closing Date Retail Deposits"), and (iv) Seller's determination of the Estimated Premium Adjustment, if any, based upon the Retail Deposits on the Measurement Date. The Estimated Closing Balance Sheet shall (x) fairly present the estimated Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value, immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP. If, based on the Estimated Closing Balance Sheet, there is an Estimated Closing Book Value Shortfall and/or an Estimated Premium Adjustment, Purchaser shall deduct the amount thereof in determining the Closing Transaction Consideration to be paid by Purchaser to Seller.

Preparation of Estimated Closing Balance Sheet; Closing Date Adjustment. Seller shall prepare in good faith and, not later than 2 Business Days prior to the Closing Date, deliver to Purchaser (i) the Estimated Closing Balance Sheet reflecting thereon Seller's ’s best estimate of the Closing Balance Sheet Assets, the Closing Balance Sheet Liabilities, and the Estimated Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions 6NEXT PAGE Table of Contents contemplated by this Agreement and the Ancillary Agreements, (ii) Seller's ’s best estimate of the Estimated Closing Book Value Shortfall, if any, based on the Estimated Closing Balance Sheet, (iii) Seller's ’s best estimate of the Retail Deposits as of the close of business on the Closing Date (the "“Estimated Closing Date Retail Deposits"”), and (iv) Seller's ’s determination of the Estimated Premium Adjustment, if any, based upon the Retail Deposits on the Measurement Date. The Estimated Closing Balance Sheet shall (x) fairly present the estimated Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value, immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP. If, based on the Estimated Closing Balance Sheet, there is an Estimated Closing Book Value Shortfall and/or an Estimated Premium Adjustment, Purchaser shall deduct the amount thereof in determining the Closing Transaction Consideration to be paid by Purchaser to Seller.