Common use of Adjustments to Purchase Price at Closing Clause in Contracts

Adjustments to Purchase Price at Closing. Not later than five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Buyer, based upon the best information available to the Seller Representative at such time, a preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth the Seller Representative’s good faith estimate of the Adjusted Purchase Price after giving effect to all adjustments to the Purchase Price set forth in Section 3.04, and reflecting each proposed adjustment to be made in accordance with this Agreement as of the date of preparation of the Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with (a) reasonable supporting information in Sellers’ or its Controlled Affiliates’ possession reasonably necessary for Buyer to verify such adjustments, (b) the designation of Sellers’ accounts for the wire transfer of funds as set forth in Section 9.04(b) and (c) the amount of the payment made by Buyer pursuant to Section 9.04(b) to which each Seller is entitled. Within two Business Days after its receipt of the Preliminary Settlement Statement, Buyer may submit to Seller Representative in writing any objections or proposed changes thereto and Seller Representative shall consider all such objections and proposed changes in good faith. The estimate agreed to by the Seller Representative and Buyer, or, absent such agreement delivered in the Preliminary Settlement Statement in accordance with this Section 9.02, will be the dollar amount to be paid by Buyer to Sellers at the Closing, subject to subsequent adjustments with respect to Title Defects (including any Consents treated as Title Defects pursuant to Section 4.11) and Environmental Defects as provided in this Agreement (to the extent not already reflected therein) and pursuant to Section 10.01.

Adjustments to Purchase Price at Closing. (a) The Seller Representative has heretofore prepared and delivered to Buyer, based upon the best information available to the Seller Representative, a preliminary settlement statement setting forth the Seller Representative’s good faith estimate of the Adjusted Initial Purchase Price for each Seller after giving effect to all adjustments to the Purchase Price set forth in Section 3.04. The estimate delivered in accordance with this Section 9.02(a) will be the dollar amount to be paid by Buyer at the Initial Closing pursuant to Section 3.01(a), subject to subsequent adjustments for Title Defect Amounts and Environmental Defect Amounts not already included in such calculations as provided in this Agreement. (b) Not later than five (5) Business Days prior to the Option Closing Date, the Seller Representative shall prepare and deliver to Buyer, based upon the best information available to the Seller Representative at such timeRepresentative, a preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth the Seller Representative’s good faith estimate of the Adjusted Option Purchase Price for each Seller after giving effect to all adjustments to the Option Purchase Price set forth in Section 3.04, and reflecting each proposed adjustment to be made in accordance with this Agreement as of the date of preparation of the Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with (a) reasonable supporting information in Sellers’ or its Controlled Affiliates’ possession reasonably necessary for Buyer to verify such adjustments, (b) the designation of Sellers’ accounts for the wire transfer of funds as set forth in Section 9.04(b) and (c) the amount of the payment made by Buyer pursuant to Section 9.04(b) to which each Seller is entitled. Within two Business Days after its receipt of the Preliminary Settlement Statement, Buyer may submit to Seller Representative in writing any objections or proposed changes thereto and Seller Representative shall consider all such objections and proposed changes in good faith. The estimate agreed to by the Seller Representative and Buyer, or, absent such agreement delivered in the Preliminary Settlement Statement in accordance with this Section 9.02, 9.02(b) will be the dollar amount to be paid by Buyer to Sellers at the ClosingOption Closing pursuant to Section 3.01(c), subject to subsequent adjustments with respect to for Title Defects (including any Consents treated as Title Defects pursuant to Section 4.11) Defect Amounts and Environmental Defects Defect Amounts not already included in such calculations as provided in this Agreement (to the extent not already reflected therein) and pursuant to Section 10.01Agreement.