Common use of Adjustments to Purchase Price and Preliminary Settlement Clause in Contracts

Adjustments to Purchase Price and Preliminary Settlement. The Initial Purchase Price shall be adjusted according to this Section 2.3 without duplication. Seller shall deliver to Buyer at least five (5) Business Days prior to Closing a draft settlement statement (“Preliminary Settlement Statement”) that shall set forth the adjusted Initial Purchase Price reflecting each adjustment in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement, together with all documents reasonably necessary to support Seller's estimated adjustments to the Initial Purchase Price as set forth in the Preliminary Settlement Statement. If Buyer notifies Seller on or before the Closing Date that it disputes Seller's estimate of the adjustments to the Initial Purchase Price and the Parties cannot agree to the adjustments prior to Closing, then the Purchase Price paid at Closing shall be the amount that is midway between Seller's and Buyer's estimated amounts. The Preliminary Settlement Statement will be used to adjust the Initial Purchase Price at Closing, which adjusted amount is referred to herein as the “Closing Amount.”

Adjustments to Purchase Price and Preliminary Settlement. The Initial Purchase Price shall be adjusted according to this Section 2.3 without duplication. Seller Such adjustment shall deliver to Buyer at least five (5) Business Days prior to Closing be set out in a draft preliminary settlement statement (“Preliminary Settlement Statement”) that shall set forth the adjusted Initial Purchase Price reflecting each adjustment in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement, together with all documents reasonably necessary be delivered by Seller to support Seller's estimated adjustments to the Initial Purchase Price as set forth in the Preliminary Settlement Statement. If Buyer notifies Seller on or before the Closing Date that it disputes Seller's estimate of the adjustments to the Initial Purchase Price and the Parties cannot agree to the adjustments at least five (5) days prior to Closing, then the Purchase Price paid at Closing shall be the amount that is midway between Seller's and Buyer's estimated amountsin a Final Settlement Statement in accordance with Section 14.1. The Preliminary Settlement Statement shall set forth the Purchase Price as adjusted as provided in this Section 2.3 using the best information available at the Closing Date. Within three (3) days after its receipt of the Preliminary Settlement Statement, Buyer may deliver to Seller a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Preliminary Settlement Statement, if any, and Seller shall consider all such proposed changes in good faith. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Initial Purchase Price at Closing; provided that if the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as proposed by Seller will be used to adjust the Purchase Price at Closing, which adjusted amount shall be paid at Closing and is referred to herein as the “Closing Amount.”

Adjustments to Purchase Price and Preliminary Settlement. The Initial Purchase Price shall be adjusted according to this Section 2.3 without duplication. Seller shall deliver to Buyer at least five (5) Business Days prior to Closing a draft settlement statement (“Preliminary Settlement Statement”) that shall set forth the adjusted Initial Purchase Price reflecting each adjustment in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement, together with all documents reasonably necessary to support Seller's estimated adjustments to the Initial Purchase Price as set forth in the Preliminary Settlement Statement. If Buyer Xxxxx notifies Seller on or before the Closing Date that it disputes Seller's estimate of the adjustments to the Initial Purchase Price and the Parties cannot agree to the adjustments prior to Closing, then the Purchase Price paid at Closing shall be the amount that is midway between Seller's and BuyerXxxxx's estimated amounts. The Preliminary Settlement Statement will be used to adjust the Initial Purchase Price at Closing, which adjusted amount is referred to herein as the “Closing Amount.”