Common use of Preliminary Payment Clause in Contracts

Preliminary Payment. Subject to the terms and conditions hereof, at the Closing, Seller shall wire transfer to Purchaser immediately available funds equal to: (i) the sum of (A) the amount of the Assumed Deposits (including accrued and unpaid interest thereon) reflected on the preliminary closing statement and (B) the amount of all accrued and unpaid expenses reflected as a liability on the preliminary closing statement; less (ii) an amount equal to the sum of: (A) twelve point zero seven percent (12.07%) of the Assumed Deposits based on a 30-day average prior to September 12, 1997; (B) the amount of cash on hand at the Branches as of the Closing; (C) the sum of ($125,000), representing the Agreed Value of all furniture, fixtures, and equipment constituting part of the Assets; (D) the Agreed Value of the Owned Real Estate and the Leased Real Estate; (E) the amount of all prepaid expenses of Seller as reflected as an asset on the preliminary closing statement; (F) the Net Book Value of all Loans, plus accrued and unpaid interest thereon as reflected on the preliminary closing statement; and (G) the amount of estimated sales taxes, if any, to be paid by Purchaser in connection with the transaction contemplated hereby.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (Park National Corp /Oh/)

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Preliminary Payment. Subject to the terms and conditions hereof, at by no later than 12:00 p.m. on the ClosingClosing Date, Seller shall wire transfer to Purchaser immediately available funds equal to: (i) the sum of (A) the amount of the Assumed Deposits (including accrued and unpaid interest thereon) reflected on the preliminary closing statement and statement; (B) the amount of all accrued and unpaid expenses reflected as a liability on the preliminary closing statement; less and (iiC) the aggregate of all prepaid safe deposit rental payments prorated to the Effective Time; LESS (li) an amount equal to the sum of: (A) twelve point zero seven percent (12.07%) 12.15% of the Assumed Deposits based on a upon an estimated 30-day average prior to September 12, 1997the Effective Time; (B) the amount of cash on hand at the Branches as of reflected on the Closingpreliminary closing statement; (C) the sum of ($125,000)192,000, representing the Agreed Value of all furniture, fixtures, and equipment constituting part of the Assets; (D) the Agreed Value of the Owned Real Estate and the Leased Real Estate; (E) the amount of all prepaid expenses of Seller as reflected as an asset on the preliminary closing statement; (F) the Net Book Value of all Loans, plus accrued and unpaid interest thereon as reflected on the preliminary closing statement; and (G) the amount of estimated sales taxes, if any, to be paid by Purchaser in connection with the transaction contemplated hereby.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (First Federal Financial Services Corp)

Preliminary Payment. Subject to the terms and conditions hereof, at the Closing, Seller shall wire transfer to Purchaser immediately available funds equal to: (i) the sum of (A) the amount of the Assumed Deposits (including accrued and unpaid interest thereon) reflected on the preliminary closing statement and (B) the amount of all accrued and unpaid expenses reflected as a liability on the preliminary closing statement; less LESS (ii) an amount equal to the sum of: (A) twelve point zero seven and fifteen hundredths percent (12.0712.15%) of the Assumed Deposits based on a 30-day average prior to September 12, 1997Closing; (B) the amount of cash on hand at the Branches as of the Closing; (C) the sum of ($125,000)192,000, representing the Agreed Value of all furniture, fixtures, and equipment constituting part of the Assets; (D) the Agreed Value of the Owned Real Estate and the Leased Real Estate; (E) the amount of all prepaid expenses of Seller as reflected as an asset on the preliminary closing statement; (F) the Net Book Value of all Loans, plus accrued and unpaid interest thereon as reflected on the preliminary closing statement; and (G) the amount of estimated sales taxes, if any, to be paid by Purchaser in connection with the transaction contemplated hereby.. (North Central Ohio)

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (First Federal Financial Services Corp)

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Preliminary Payment. Subject to the terms and conditions hereof, at by no later than 12:00 p.m. on the ClosingClosing Date, Seller shall wire transfer to Purchaser immediately available funds equal to: (i) the sum of (A) the amount of the Assumed Deposits (including accrued and unpaid interest thereon) reflected on the preliminary closing statement and statement; (B) the amount of all accrued and unpaid expenses reflected as a liability on the preliminary closing statement; and (C) the aggregate of all prepaid safe deposit rental payments prorated to the Effective Time; less (ii) an amount equal to the sum of: (A) twelve point zero seven percent (12.07%) % of the Assumed Deposits based on a upon an estimated 30-day average prior to September 12, 1997; (B) the amount of cash on hand at the Branches as of reflected on the Closingpreliminary closing statement; (C) the sum of ($125,000), representing the Agreed Value of all furniture, fixtures, and equipment constituting part of the Assets; (D) the Agreed Value of the Owned Real Estate and the Leased Real Estate; (E) the amount of all prepaid expenses of Seller as reflected as an asset on the preliminary closing statement; (F) the Net Book Value of all Loans, plus accrued and unpaid interest thereon as reflected on the preliminary closing statement; and (G) the amount of estimated sales taxes, if any, to be paid by Purchaser in connection with the transaction contemplated hereby.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Park National Corp /Oh/)

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