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 amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand.

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 soon 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 practicable after the Closing Date, Buyer shall cause its accountants to prepare and deliver to the asset value represented Representative a consolidated balance sheet for the Company (the “Closing Date Balance Sheet”) and a calculation of the Asset Value Shortfall, in each case, measured as of the close of business on the Closing Date, prepared in accordance with GAAP. Buyer shall endeavor in good faith to cause its accountants to deliver to the Representative the Closing Date Balance Sheet and calculation of the Asset Value Shortfall within 45 days after the Closing Date. Buyer shall also make available to the Representative copies of all work papers and other documents and data as was used to calculate the Closing Date Balance Sheet, and Buyer shall set out all proposed adjustments from the Estimated Closing Date Balance Sheet in reasonable detail in a written statement delivered to Representative. The Representative shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the accompanying calculation of the Asset Value Shortfall and make any proposed adjustments thereto as provided in Section 3(c) below. If it is determined after completion of the time and procedure described in Section 3(c) below that there is an Asset Value Shortfall in excess of the estimated Asset Value Shortfall and the Representative does not dispute such determination as described in Section 3(c) below, cash in an amount equal to the excess Asset Value Shortfall shall be deducted from the Escrow Fund and delivered by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal Escrow Agent to such increase shall be paid by Purchaser to Seller promptly upon demandBuyer on the Settlement 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 an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined).

Post-Closing Adjustments. (a) Not later than 10 calendar As promptly as possible, but in any event within one hundred twenty (120) 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, Parent shall deliver to the asset value represented Stockholders’ Representative a statement (the “Preliminary Statement”) showing (i) the consolidated closing balance sheet of the Group Companies as of the Closing prepared in accordance with the Accounting Principles as set forth on Section 2.7(c)(i) of the Company Disclosure Schedule, (ii) the calculation of the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness and the Closing Transaction Expenses, (iii) the calculation of the net aggregate increase or decrease in the Merger Consideration (the “True-up Shares”) by adding the Branch Loan transferred amounts, if any, by which Closing Cash exceeds Estimated Closing Cash, Closing Net Working Capital exceeds Estimated Closing Net Working Capital, Estimated Closing Indebtedness exceeds Closing Indebtedness and Estimated Closing Transaction Expenses exceeds Closing Transaction Expenses and subtracting the amounts, if any, by which Estimated Closing Cash exceeds Closing Cash, Estimated Closing Net Working Capital exceeds Closing Net Working Capital, Closing Indebtedness exceeds Estimated Closing Indebtedness and Closing Transaction Expenses exceeds Estimated Closing Transaction Expenses, and dividing such resulting amount by five dollars ($5.00). The positive or negative number of the True-up Shares shall be correspondingly increased an adjustment to the Merger Consideration. Each of Parent and an amount in cash equal the Stockholders’ Representative shall provide the other party and its Representatives with reasonable access to such increase shall be paid by Purchaser to Seller promptly upon demandthe books and records of the Company and relevant personnel and properties during the preparation of the Preliminary Statement and the resolution of any disputes that may arise under this Section 2.9.

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 an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined).

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 amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand.an

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 an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined).

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 an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined).

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 an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand.