Common use of Transfer Amount Clause in Contracts

Transfer Amount. (a) In connection with the sale by HRB Bank to Republic of the Transferred Assets and the assumption by Republic of the Assumed Liabilities as provided for herein, at the Closing, if: (i) the Estimated Transfer Amount is negative, HRB Bank will transfer to Republic by wire transfer of immediately available funds to an account designated by Republic an amount equal to the Estimated Transfer Amount; or (ii) the Estimated Transfer Amount is positive, Republic 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) 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) plus, the aggregate UMB Correspondent Account Balances; (iv) minus, the sum of (A) aggregate book value of the Deposits, plus (B) all accrued and unpaid interest on the Deposits; (v) 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. (d) Three (3) Business Days prior to the Closing, HRB Bank shall deliver to Republic a written calculation of the Transfer Amount setting forth in reasonable detail HRB Bank’s 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, determined in accordance with GAAP (the “Estimated Transfer Amount”). The Estimated Transfer Amount will be subject to the approval of Republic, which approval shall not be unreasonably delayed, conditioned or withheld. (e) A pro forma calculation of the Transfer Amount is included in Schedule 3.02.

Transfer Amount. (a) In connection with the sale by HRB Bank to Republic of the Transferred Assets and the assumption by Republic of the Assumed Liabilities as provided for herein, at the Closing, if: (i) the Estimated Transfer Amount is negative, HRB Bank will transfer to Republic by wire transfer of immediately available funds to an account designated by Republic an amount equal to the Estimated Transfer Amount; or (ii) the Estimated Transfer Amount is positive, Republic 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) 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) plus, the aggregate UMB Correspondent Account Balances; (iv) minus, the sum of (A) aggregate book value of the Deposits, plus (B) all accrued and unpaid interest on the Deposits; (v) 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. (d) Three (3) Business Days prior to the Closing, HRB Bank shall deliver to Republic a written calculation of the Transfer Amount setting forth in reasonable detail HRB Bank’s 's 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, determined in accordance with GAAP (the “Estimated Transfer Amount”). The Estimated Transfer Amount will be subject to the approval of Republic, which approval shall not be unreasonably delayed, conditioned or withheld. (e) A pro forma calculation of the Transfer Amount is included in Schedule 3.02.