Delayed Adjustment. If at any time following the Closing Date, the amount of an item listed in any section of this Article 5 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing. The provisions of this Section 5.8 shall survive the Closing and not be merged therein.
Delayed Adjustment. If at any time following the Closing Date, the amount of an item listed in any section of this Article 5 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before eighteen (18) months after Closing.
Delayed Adjustment. Any adjustments and prorations made based on an estimate shall be adjusted as soon after Closing as final information becomes available. If, following the Closing Date, the amount of an item referred to in any section of this Article 5 shall prove to be incorrect, the party in whose favor the error was made shall be obligated to pay to the other party the sum necessary to correct such error within thirty (30) days after receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing. The provisions of this Article 5 shall survive the Closing.
Delayed Adjustment. 9 5.12 Collections and Application of Payments after Closing . . . . . . . . . . . . . . . . . . . . . . . 9 5.13 Survival. . . . . . . . . . . . . . . . . . . . . . . 9
Delayed Adjustment. Investor and Rockmark Corporation, ------------------ acting on behalf of the 3ECW Partners, shall administer the provisions of Exhibit V of the Transaction Agreement following the Closing based on the closing of 3ECW books for the month in which the Closing Date occurs. If, as a result of the Final Audit to be conducted pursuant to Exhibit V, the amount of an item listed in Exhibit V of the Transaction Agreement shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), Investor and the 3ECW Partners shall adjust the Investor Preferred Units initially issued (proportionately to the Investor Preferred Units initially issued) by Investor delivering an amended schedule to the Investor Agreement as reasonably agreed to by Rockmark Corporation reflecting the corrected number of Investor Preferred Units issued to each 3ECW Partners in order to correct such error upon receipt of reasonable proof of such error, provided that such proof is delivered to the party from whom payment is requested as provided in Exhibit V. The correction of any such error shall be made effective as of the Closing Date and shall include the further payment by Investor, or repayment by the 3ECW Partners, of any distributions made by Investor in respect of the increase, or decrease, of the number of Investor Preferred Units initially held by any 3ECW Partners prior to such adjustment.
Delayed Adjustment. If at any time following the Closing Date the amount of an item listed in Section 5.2 shall prove to be incorrect, the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after the Closing Date. 5.3
Delayed Adjustment. 27 Section 10.5 Survivability ..............................................28 Section 10.6
Delayed Adjustment. If at any time following the Closing Date, any adjustment under any subsection of this Section 3 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested within ninety (90) days after the Closing Date for all adjustments other than of adjustments of taxes. With respect to taxes, proof must be delivered to the party from whom payment is requested within one (1) year after the Closing Date. The provisions of this Section 3(g) shall survive the Closing and shall not be merged in the Deeds.
Delayed Adjustment. If at any time following the Closing Date, the amount of an item listed in any section of this Section 4.2 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before six (6) months after Closing. The provisions of this Section 4.2 shall survive the Closing for the aforesaid six (6) months period and not be merged therein. Seller's auditors and accountants shall be permitted full access to the books and records of the Property following Closing, without unreasonable interference with Buyer's operation of the Property, as reasonably necessary to permit such auditors and accountants to complete their audit of the Property for the Closing and for periods prior to Closing to complete Seller's records and to participate in any final adjustments pursuant to this Section 4.2.5.
Delayed Adjustment. To the extent necessary, no later than December 31, 2018, Buyer shall prepare and present to Seller a recalculation of any and all amounts due or subject to proration under this Article 5 (taking into consideration any errors and changes necessary because of the lack of complete or accurate information as of the Closing Date), as well as supporting documentation for such recalculation. The parties shall make the appropriate adjusting payment between them within thirty (30) days after delivery of any such recalculation. In addition, if any mutual mistake, including without limitation, any erroneous mathematical calculation, is made in any apportionment at Closing, on or before December 31, 2018, Seller and Buyer shall correct said mistake and make any payment required to produce an accurate apportionment. The provisions of this section shall survive the Closing and not be merged therein.
