Common use of Calculation of Adjusted Purchase Price Clause in Contracts

Calculation of Adjusted Purchase Price. Within 90 days after the Closing, Seller shall prepare, in accordance with this Agreement and with generally accepted accounting principles consistently applied, and deliver to Buyer a statement setting forth each adjustment to the Purchase Price required pursuant to Section 2.3 and showing the calculation of each such adjustment. Within 15 days after receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing all changes with explanations and documentation therefor that Buyer proposes be made to such statement, it being agreed that Buyer's failure to deliver such report to Seller within such time period shall constitute acceptance by Buyer of Seller's statement. From and after the expiration of such 15 day period, no additional changes to the statement provided by Seller shall be considered by the parties. If Buyer has timely delivered such written report, the parties shall then undertake to agree on the items in dispute and the final Adjusted Purchase Price no later than 15 days after the receipt by Seller of Buyer's statement of proposed changes (it being agreed that any disputes as to adjustments relating to Title Defects shall be resolved prior to such time pursuant to the provisions of Article 5). Following the final determination of the Adjusted Purchase Price pursuant to this Section 11.1, Seller or Buyer, as the case may be, shall make the payment required within five business days after such final determination. Seller and Buyer will provide any information reasonably requested by the other in order to prepare such statement or verify Buyer's written report.

Calculation of Adjusted Purchase Price. Within 90 ninety (90) days after the ClosingClosing Date, Seller Noble shall prepareprepare in good faith, in accordance with this Agreement and with generally accepted accounting principles consistently appliedGAAP, and deliver to Buyer Purchaser a statement setting forth each adjustment to the Purchase Price required pursuant to Section 2.3 2.2 and showing the calculation of each such adjustment. Within 15 thirty (30) days after receipt of such statement from SellerNoble, Buyer Purchaser shall deliver to Seller Noble a written report containing all changes with explanations and documentation therefor that Buyer Purchaser proposes be made to such statement, it being agreed that Buyer's Purchaser’s failure to deliver such report to Seller Noble within such time period shall constitute acceptance by Buyer Purchaser of Seller's Noble’s statement. From and after the expiration of such 15 30-day period, no additional changes to the statement provided by Seller Noble shall be considered by the partiesParties. If Buyer Purchaser has timely delivered such written reportreport to Noble, the parties Parties shall then undertake to agree on the items in dispute and the final Adjusted Purchase Price no later than 15 thirty (30) days after the receipt by Seller Noble of Buyer's Purchaser’s statement of proposed changes (it being agreed that any disputes as to adjustments relating to Title Defects shall be resolved prior to such time pursuant to the provisions of Article 5)changes. Following the final determination of the Adjusted Purchase Price pursuant to this Section 11.1, Seller Noble or BuyerPurchaser, as the case may be, shall make the payment required within five business days after such final determination. Seller and Buyer will provide any information reasonably requested by the other in order pursuant to prepare such statement or verify Buyer's written reportSection 2.5.

Calculation of Adjusted Purchase Price. Within 90 60 days after the Closing, Seller shall prepare, in accordance with this Agreement and with generally accepted accounting principles consistently applied, and deliver to Buyer Purchaser a statement setting forth each adjustment to the Purchase Price required pursuant to Section 2.3 and showing the calculation of each such adjustmentadjustments. From and after Closing and until the Adjusted Purchase Price is finally determined pursuant to this Section 10.1, Seller 15 shall make available to Purchaser such accounting records and other information as may be reasonably necessary for Purchaser to verify the accuracy of the adjustments set forth on such statement. Within 15 days after receipt of such statement from Seller, Buyer Purchaser shall deliver to Seller a written report containing describing all changes (together with explanations and documentation therefor there for) that Buyer Purchaser proposes be made to such statement, it being agreed that BuyerPurchaser's failure to deliver such report to Seller within such time period shall constitute acceptance by Buyer Purchaser of Seller's statement. From and after the expiration of such 15 15-day period, no additional changes to the statement provided by Seller shall be considered by the parties. If Buyer has timely delivered such written report, the The parties shall then undertake to agree on the items in dispute and the final Adjusted Purchase Price no later than 15 85 days after the receipt Closing. At any time thereafter, any adjustments remaining in dispute or not finally determined and agreed upon may, at the request of either Seller or Purchaser, be submitted for determination to a firm chosen by lot from the following: Ernst & Young and Coopers and Xxxxxxx. Such firm shall make such determination within 30 days following such submission and such determination shall be final and binding upon Seller and Purchaser, with the fees and expenses of such firm to be shared equally by Seller of Buyer's statement of proposed changes (it being agreed that any disputes as to adjustments relating to Title Defects shall be resolved prior to such time pursuant to the provisions of Article 5)and Purchaser. Following the final determination of the Adjusted Purchase Price pursuant to this Section 11.110.1, Seller or BuyerPurchaser, as the case may be, shall make the payment required within five business days after such final determination. Seller and Buyer will provide any information reasonably requested by the other in order pursuant to prepare such statement or verify Buyer's written reportSection 2.5.

Calculation of Adjusted Purchase Price. Within 90 days after the Closing, Seller shall prepare, in accordance with this Agreement and with generally accepted accounting principles consistently applied, and deliver to Buyer a statement setting forth each adjustment to the Purchase Price required pursuant to Section 2.3 2.2 and showing the calculation of each such adjustment. Within 15 30 days after receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing all changes with explanations and documentation therefor that Buyer proposes be made to such statement, it being agreed that Buyer's failure to deliver such report to Seller within such time period shall constitute acceptance by Buyer of Seller's statement. From and after the expiration of such 15 30-day period, no additional changes to the statement provided by Seller shall be considered by the parties. If Buyer has timely delivered such written report, the parties shall then undertake to agree on the items in dispute and the final Adjusted Purchase Price no later than 15 days after the receipt by Seller of Buyer's statement of proposed changes (it being agreed that any disputes as to adjustments relating to Title Defects shall be resolved prior to such time pursuant to the provisions of Article 53). Following the final determination of the Adjusted Purchase Price pursuant to this Section 11.113.1, Seller or Buyer, as the case may be, shall make the payment required within five business days after such final determination. Seller and Buyer will provide any information reasonably requested by the other in order to prepare such statement or verify BuyerSeller's statement or written report.

Calculation of Adjusted Purchase Price. Within 90 120 days after the Closing, Seller shall prepare, in accordance with this Agreement and with generally accepted accounting principles consistently applied, and deliver to Buyer Purchaser a statement setting forth each adjustment to the Purchase Price required pursuant to Section 2.3 and showing the calculation of each such adjustmentadjustments. From and after Closing and until the Adjusted Purchase Price is finally determined pursuant to this Section 11.1, Seller shall make available to Purchaser such accounting records and other information as may be reasonably necessary for Purchaser to verify the accuracy of the adjustments set forth on such statement. Within 15 25 days after receipt of such statement from Seller, Buyer Purchaser shall deliver to Seller a written report containing describing all changes (together with explanations and documentation therefor there for) that Buyer Purchaser proposes be made to such statement, it being agreed that BuyerPurchaser's failure to deliver such report to Seller within such time period shall constitute acceptance by Buyer Purchaser of Seller's statement. From and after the expiration of such 15 25-day period, no additional changes to the statement provided by Seller shall be considered by the parties. If Buyer has timely delivered such written report, the The parties shall then undertake to agree on the items in dispute and the final Adjusted Purchase Price no later than 15 160 days after the receipt Closing. At any time thereafter, any adjustments remaining in dispute or not finally determined and agreed upon may, at the request of either Seller or Purchaser, be submitted for determination to a firm chosen by lot from the following: Ernst & Young and Coopers & Xxxxxxx. Such firm shall make such determination within 30 days following such submission and such determination shall be final and binding upon Seller and Purchaser, with the fees and expenses of such firm to be shared equally by Seller of Buyer's statement of proposed changes (it being agreed that any disputes as to adjustments relating to Title Defects shall be resolved prior to such time pursuant to the provisions of Article 5)and Purchaser. Following the final determination of the Adjusted Purchase 19 Price pursuant to this Section 11.1, Seller or BuyerPurchaser, as the case may be, shall make the payment required within five business days after such final determination. Seller and Buyer will provide any information reasonably requested by the other in order pursuant to prepare such statement or verify Buyer's written reportSection 2.5.