Final Settlement Statements Clause Samples
Final Settlement Statements. As soon as practicable after the Closing, but in no event later than ninety (90) days after Closing, Liberty, with the assistance of Emerald’s staff and with access to such records as necessary, will cause to be prepared and delivered to Emerald, in accordance with customary industry accounting practices, (i) the final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Liberty Assets Preliminary Adjusted Purchase Price and the Emerald Assets Preliminary Adjusted Purchase Price, respectively, in accordance with Section 2.4 and showing the calculation of such adjustments and the resulting final purchase price (the “Final Net Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement but in no event later than on or before forty-five (45) days after receipt of such statement, Emerald shall deliver to Liberty a written report containing any changes that Emerald proposes to make to the Final Settlement Statement. Emerald’s failure to deliver to Liberty a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Emerald of the Final Settlement Statement as submitted by Liberty. The Parties shall engage in good faith efforts to agree with respect to the changes proposed by Emerald, if any, no later than forty-five (45) days after Emerald’s delivery to Liberty of its proposed changes to the Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Net Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Net Purchase Price is more than the Closing Amount, Emerald shall pay to Liberty the amount of such difference by wire transfer of immediately available funds no later than five (5) days after the Final Settlement Date. If the Final Net Purchase Price is less than the Closing Amount, Liberty shall pay the amount of such difference to Emerald by wire transfer in immediately available funds no later than five (5) days after the Final Settlement Date.
Final Settlement Statements. (a) On or before 120 days after the Closing, a final settlement statement (the “▇▇▇▇▇▇ Final Settlement Statement”) will be prepared and delivered to Buyer by Seller based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Cash Amount and shows the resulting final Cash Amount with respect to adjustments made under this Agreement (the “▇▇▇▇▇▇ Final Adjustment”). The ▇▇▇▇▇▇ Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. Seller shall provide Buyer the reasonable documentation in the possession of Seller or its Affiliate and requested by Buyer to support the actual revenue, expenses and other items for which adjustments are made.
(b) On or before 120 days after the Closing, a final settlement statement (the “▇▇▇▇ Final Settlement Statement”) will be prepared and delivered to Seller by Buyer based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Cash Amount and shows the resulting final Cash Amount with respect to adjustments made under the ▇▇▇▇ PSA (the “▇▇▇▇ Final Adjustment”). The ▇▇▇▇ Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. Buyer shall provide Seller the reasonable documentation in the possession of Buyer or its Affiliate and requested by Seller to support the actual revenue, expenses and other items for which adjustments are made.
(c) If the ▇▇▇▇ Final Adjustment set forth in the ▇▇▇▇ Final Settlement Statement and the ▇▇▇▇▇▇ Final Adjustment set forth in the ▇▇▇▇▇▇ Final Settlement Statement are mutually agreed upon by Seller and Buyer, each such ▇▇▇▇ Final Adjustment and ▇▇▇▇▇▇ Final Adjustment, shall be final and binding on the Parties hereto.
(d) As soon as practicable, and in any event within 30 days after the later to occur of the receipt by Buyer of the ▇▇▇▇▇▇ Final Settlement Statement, or the receipt by Seller of the ▇▇▇▇ Final Settlement Statement, Buyer and/or Seller, as applicable shall return to the other Party a written report containing any proposed changes to the ▇▇▇▇ Final Settlement Statement or the ▇▇▇▇▇▇ Final Settlement Statement, as applicable, and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If either Buyer or Seller do not deliver to the other Party such D...
Final Settlement Statements. On or before 90 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Sellers, based on actual income and expenses during the Interim Period and which takes into account all final adjustments made to the Purchase Price and shows the resulting final adjusted Purchase Price (the “Final Purchase Price”). The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. As soon as practicable, and in any event within 45 days, after receipt of the Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Sellers and Buyer, the Final Settlement Statement and the Final Purchase Price shall be final and binding on the Parties. Once the Final Purchase Price has been agreed upon by the Parties pursuant to this Section 14.1(a) or determined by the Accounting Arbitrator pursuant to Section 14.1(b), as applicable, the Parties shall execute a certificate setting forth such agreed or determined, as applicable, Final Purchase Price, which shall be binding on the Parties for all purposes of this Agreement.
Final Settlement Statements. Not later than 5:00 p.m. Eastern Time, on the date that is 75 days after the Closing Date (the “Final Settlement Date”), Sellers, with the assistance and cooperation of Purchaser, the Companies and the CAC Subsidiaries and Purchaser’s Entity Representatives under Section 13.1(i) and with access to such Records and other information and records as Sellers reasonably deem necessary or appropriate, shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth: (i) each adjustment under Section 3.3 to any portion of the Base Purchase Price payable to Sellers that was not finally determined as of the Closing pursuant to the Preliminary Settlement Statement, including: the Defect Adjustment (to the extent not otherwise distributed to Sellers or Purchaser under Section 5.3(d)); (ii) a reconciliation of the Preliminary Adjustment Amount to the Base Purchase Price taking into account the adjustments under Section 13.1(j); and (iii) any other adjustment required under this Agreement or otherwise agreed to by the Parties (the “Final Base Purchase Price”).