Common use of Post-Closing Schedule Clause in Contracts

Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Sched ule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may prepare the Post-Closing Schedule. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "Notice of Disagreement") to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "Disagreement"). The failure by Purchaser to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser setting forth in reasonable detail the basis for such dispute within 10 Business Days following the delivery of the Notice of Disagreement, Seller shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller disputes all or any portion of the Notice of Disagreement within the 10 Business Days following the delivery of the Notice of Disagreement and the parties are not able to resolve any Disagreement within 30 calendar days after the delivery by Seller of its dispute of the Notice of Disagreement, such Disagreement shall be referred to a nationally recognized accounting firm for determination of the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firm, their respective independent public accountants shall immediately select such accounting firm. The determination of such firm shall be final and binding upon the parties and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half by Purchaser and one-half by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to books, records, facilities and personnel.

Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Sched uleSchedule. Purchaser shall provide Seller and its representatives and independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices Office in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices Office so that Seller and its representatives and independent accountants may prepare the Post-Closing Schedule. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "Notice of Disagreement") to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "Disagreement"). The failure by Purchaser to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser setting forth in reasonable detail the basis for such dispute within 10 ten (10) Business Days following the delivery of the Notice of Disagreement, Seller shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller disputes all or any portion of the Notice of Disagreement within the 10 ten (10) Business Days following the delivery of the Notice of Disagreement and the parties are not able to resolve any Disagreement within 30 thirty (30) calendar days after the delivery by Seller of its dispute of the Notice of Disagreement, such Disagreement shall be referred to a nationally recognized accounting firm for determination of the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firm, their respective independent public accountants shall immediately select such accounting firmfirm by mutual agreement. The determination of such firm shall be final and binding upon the parties parties, and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half by Purchaser and one-half by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to books, records, facilities and personnel. This provision shall constitute the exclusive remedy of the parties with respect to determination of the final Post-Closing Schedule.

Post-Closing Schedule. (a) Within ten forty-five (1045) Business Days after the Closing Date, Seller Purchaser shall deliver to Purchaser Seller a schedule (the "“Post-Closing Schedule"”) setting forth the actual amount of (i) the aggregate balance amount of the Deposits as of Deposits, including (to the close of business on the Closing Dateextent not reflected in such aggregate amount) any accrued and unpaid interest with respect to such Deposits, (ii) the aggregate gross book value, net of specific loan loss reserves, as of the Closing Date value of the Loans, plus including (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior Loan Interest, minus an aggregate discount equal to 2.0% of the aggregate gross book value of the Loans (which discount, for the avoidance of doubt, takes into account any loan loss reserves attributable to the Closing DateLoans), (iii) the aggregate amount of the Cash Cash, (iv) the aggregate book value (net of accumulated depreciation) as of the Closing Date of the Personal Property, the Leasehold Improvements and the Owned Real Properties and (v) the Pro-Rata Adjustment, in each case as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser Seller shall cooperate with Seller Purchaser in the preparation of the Post-Closing Sched uleSchedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may prepare review the Post-Closing Schedule. In each case, such book value shall be determined in accordance with Seller GAAP. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser Seller (the "“Review Period"”), Purchaser Seller may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "“Notice of Disagreement"”) to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "“Disagreement"”). The failure by Purchaser Seller to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser Seller of the Post-Closing Schedule in the form delivered by SellerPurchaser. If Purchaser Seller delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller Purchaser shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser Seller setting forth in reasonable detail the basis for such dispute within 10 ten (10) Business Days following the delivery of the Notice of Disagreement, Seller Purchaser shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller Purchaser disputes all or any portion of the Notice of Disagreement within the 10 Business Days following period specified in the delivery last sentence of the Notice of Disagreement Section 1.7(b), and the parties are not able to resolve any Disagreement within 30 fifteen (15) calendar days after the delivery by Seller Purchaser of its dispute of the Notice of Disagreement, such Disagreement unresolved Disagreement(s) shall be referred to a nationally recognized accounting firm that is independent in respect of Purchaser and Seller for determination of the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firmfirm within fifteen (15) calendar days, their respective independent public accountants then the American Arbitration Association shall immediately select such accounting firm. The determination of such firm shall be final and binding upon the parties and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half (50%) by Purchaser and one-half (50%) by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to such party’s books, records, facilities facilities, personnel and personnelindependent accountants. (d) As used in this Agreement, the term “Business Day” shall mean any day (other than a Saturday or Sunday) on which banking institutions shall generally be open for the transaction of business in the State of Colorado.

Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Sched uleSchedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may prepare the Post-Closing Schedule. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "Notice of Disagreement") to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "Disagreement"). The failure by Purchaser to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser setting forth in reasonable detail the basis for such dispute within 10 Business Days following the delivery of the Notice of Disagreement, Seller shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller disputes all or any portion of the Notice of Disagreement within the 10 Business Days following the delivery of the Notice of Disagreement and the parties are not able to resolve any Disagreement within 30 calendar days after the delivery by Seller of its dispute of the Notice of Disagreement, such Disagreement shall be referred to a nationally recognized accounting firm for determination of the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firm, their respective independent public accountants shall immediately select such accounting firm. The determination of such firm shall be final and binding upon the parties and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half by Purchaser and one-half by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to books, records, facilities and personnel.

Post-Closing Schedule. (a) Within ten forty-five (1045) Business Days after the Closing Date, Seller Purchaser shall deliver to Purchaser Seller a schedule (the "“Post-Closing Schedule"”) setting forth the actual amount of (i) the aggregate balance amount of the Deposits as of Deposits, including (to the close of business on the Closing Dateextent not reflected in such aggregate amount) any accrued and unpaid interest with respect to such Deposits, (ii) the aggregate gross book value, net of specific loan loss reserves, as of the Closing Date value of the Loans, plus including (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior Loan Interest, minus an aggregate discount equal to 2.0% of the aggregate gross book value of the Loans (other than the GAP Loans), including (to the Closing Dateextent not reflected in such book value) all Loan Interest, and minus $1,750,000 (as a discount in respect of the GAP Loans), (iii) the aggregate amount of the Cash as of the close of business on the Closing DateCash, (iv) the Deposit Premium aggregate book value (net of accumulated depreciation) of the Personal Property and the Leasehold Improvements, (v) the higher of (x) the aggregate book value (net of accumulated depreciation) as of the Closing Date of each of the Owned Real Properties as set forth on the Book Value Schedule delivered pursuant to Section 4.16 and (vy) the real property tax assessed value of such Owned Real Property set forth on Section 2.13(g) of the Seller Disclosure Letter and (vi) the Pro-Rata Adjustment, in each case as of the Closing Date. Purchaser Seller shall cooperate with Seller Purchaser in the preparation of the Post-Closing Sched uleSchedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may prepare review the Post-Closing Schedule. In each case, such book value shall be determined in accordance with Seller GAAP. Purchaser agrees that, following the Closing, it will not knowingly take any actions with respect to the books, records, policies and procedures of the Branch Offices that would obstruct or prevent the preparation of the Post-Closing Schedule or the access rights of Seller described in the preceding sentence in any material respect. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser Seller (the "“Review Period"”), Purchaser Seller may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "“Notice of Disagreement"”) to Seller Purchaser setting forth in reasonable detail the basis for such dispute (hereinafter called a "“Disagreement"”). The failure by Purchaser Seller to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser Seller of the Post-Closing Schedule in the form delivered by SellerPurchaser. If Purchaser Seller delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller Purchaser shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser Seller setting forth in reasonable detail the basis for such dispute within 10 ten (10) Business Days following the delivery of the Notice of Disagreement, Seller Purchaser shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller Purchaser disputes all or any portion of the Notice of Disagreement within the 10 Business Days following period specified in the delivery last sentence of the Notice of Disagreement Section 1.6(b), and the parties are not able to resolve any Disagreement within 30 fifteen (15) calendar days after the delivery by Seller Purchaser of its dispute of the Notice of Disagreement, such Disagreement unresolved Disagreement(s) shall be referred to a Deloitte & Touche LLP or, if such firm is unavailable or unwilling to act, another nationally recognized accounting firm for determination of as to which Purchaser and Seller mutually agree, who shall, acting as accounting experts and not arbitrators, determine the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firm, their respective independent public accountants shall immediately select such accounting firm. The determination of such firm shall be final and binding upon the parties and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half (50%) by Purchaser and one-half (50%) by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to such party’s books, records, facilities facilities, personnel and personnelindependent accountants. (d) As used in this Agreement, the term “Business Day” shall mean any day (other than a Saturday or Sunday) on which banking institutions shall generally be open for the transaction of business in the State of Nebraska.

Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Sched uleSchedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent 11 accountants may prepare the Post-Closing Schedule. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "Notice of Disagreement") to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "Disagreement"). The failure by Purchaser to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser setting forth in reasonable detail the basis for such dispute within 10 Business Days following the delivery of the Notice of Disagreement, Seller shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller disputes all or any portion of the Notice of Disagreement within the 10 Business Days following the delivery of the Notice of Disagreement and the parties are not able to resolve any Disagreement within 30 calendar days after the delivery by Seller of its dispute of the Notice of Disagreement, such Disagreement shall be referred to a nationally recognized accounting firm for determination of the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firm, their respective independent public accountants shall immediately select such accounting firm. The determination of such firm shall be final and binding upon the parties and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half by Purchaser and one-half by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to books, records, facilities and personnel.

Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Sched uleSchedule. Purchaser shall provide Seller and its representatives and independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices Office in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices Office so that Seller and its representatives and independent accountants may prepare the Post-Closing Schedule. (b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "Notice of Disagreement") to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "Disagreement"). The failure by Purchaser to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser setting forth in reasonable detail the basis for such dispute within 10 ten (10) Business Days following the delivery of the Notice of Disagreement, Seller shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement. (c) If Seller disputes all or any portion of the Notice of Disagreement within the 10 ten (10) Business Days following the delivery of the Notice of Disagreement and the parties are not able to resolve any Disagreement within 30 thirty (30) calendar days after the delivery by Seller of its dispute of the Notice of Disagreement, such Disagreement shall be referred to a nationally recognized accounting firm for determination of the disputed amounts in accordance with this Agreement. If Purchaser and Seller do not promptly agree on the selection of a nationally recognized accounting firm, their respective independent public accountants shall immediately select such accounting firmfirm by mutual agreement. The determination of such firm shall be final and binding upon the parties parties, and the amount so determined shall be used to complete the final Post-Closing Schedule. Such firm shall render its determination as soon as practicable after referral of the Disagreement. The fees and expenses of such firm shall be paid one-half by Purchaser and one-half by Seller. The parties shall cooperate with each other and such firm with respect to the resolution of any Disagreement, such cooperation to include reasonable access to books, records, facilities and personnel.the