Common use of Transfer Amount Clause in Contracts

Transfer Amount. (a) In connection with the sale by HRB Bank to BofI of the Transferred Assets and the assumption by BofI of the Assumed Liabilities as provided for herein, at the Closing, if: (i) the Estimated Transfer Amount is negative, HRB Bank will transfer to BofI by wire transfer of immediately available funds to an account designated by BofI an amount equal to the Estimated Transfer Amount; or (ii) the Estimated Transfer Amount is positive, BofI will transfer to HRB Bank by wire transfer of immediately available funds to an account designated by HRB Bank an amount equal to the Estimated Transfer Amount. (b) For purposes of this Agreement, the "Transfer Amount" will be equal to: (i) the aggregate book value of the Transferred Loans, plus all Accrued Interest on the Transferred Loans; (ii) plus, the aggregate book value of the Overdrafts; (iii) minus, the sum of (A) aggregate par value of the Deposits (without a premium), plus (B) all accrued and unpaid interest on the Deposits; (iv) plus or minus (as applicable) the Pro Rata Adjustment. (c) If the Estimated Transfer Amount is a negative number then, prior to the Closing Date, Block Financial will make the Block Financial Capital Contribution; provided, however, that the failure of Block Financial to timely make the Block Financial Capital Contribution shall not relieve Block Financial or HRB Bank of their respective obligations under this Agreement. (d) Three (3) Business Days prior to the Closing Date, HRB Bank shall deliver to BofI a written calculation of the Transfer Amount setting forth in reasonable detail HRB Bank’s good faith best estimate of the Transfer Amount calculated as of the close of business on the date that is five (5) Business Days prior to the Closing Date, determined in accordance with GAAP (the “Estimated Transfer Amount”) and shall make available the work papers, schedules and other supporting data used by HRB Bank to calculate and prepare the Estimated Transfer Amount. The Estimated Transfer Amount will be subject to the approval of BofI, which approval shall not be unreasonably delayed, conditioned or withheld. (e) A pro forma hypothetical calculation of the Transfer Amount is included in Schedule 3.02.

Transfer Amount. (a) In connection with the sale by HRB Bank to BofI of the Transferred Assets and the assumption by BofI of the Assumed Liabilities as provided for herein, at the Closing, if: (i) i. the Estimated Transfer Amount is negative, HRB Bank will transfer to BofI by wire transfer of immediately available funds to an account designated by BofI an amount equal to the Estimated Transfer Amount; or (ii) . the Estimated Transfer Amount is positive, BofI will transfer to HRB Bank by wire transfer of immediately available funds to an account designated by HRB Bank an amount equal to the Estimated Transfer Amount. (b) For purposes of this Agreement, the "Transfer Amount" will be equal to: (i) i. the aggregate book value of the Transferred Loans, plus all Accrued Interest on the Transferred Loans; (ii) . plus, the aggregate book value of the Overdrafts; (iii) . minus, the sum of (A) aggregate par value of the Deposits (without a premium), plus (B) all accrued and unpaid interest on the Deposits; (iv) . plus or minus (as applicable) the Pro Rata Adjustment. (c) If the Estimated Transfer Amount is a negative number then, prior to the Closing Date, Block Financial will make the Block Financial Capital Contribution; provided, however, that the failure of Block Financial to timely make the Block Financial Capital Contribution shall not relieve Block Financial or HRB Bank of their respective obligations under this Agreement. (d) Three (3) Business Days prior to the Closing Date, HRB Bank shall deliver to BofI a written calculation of the Transfer Amount setting forth in reasonable detail HRB Bank’s good faith best estimate of the Transfer Amount calculated as of the close of business on the date that is five (5) Business Days prior to the Closing Date, determined in accordance with GAAP (the “Estimated Transfer Amount”) and shall make available the work papers, schedules and other supporting data used by HRB Bank to calculate and prepare the Estimated Transfer Amount. The Estimated Transfer Amount will be subject to the approval of BofI, which approval shall not be unreasonably delayed, conditioned or withheld. (e) A pro forma hypothetical calculation of the Transfer Amount is included in Schedule 3.02.