Common use of Initial Adjustment at Closing Clause in Contracts

Initial Adjustment at Closing. At least five (5) days before the Closing Date, Seller shall provide to Buyer a statement (the “Closing Statement”) showing its computations of the amount of the adjustments to the Base Purchase Price provided for in subsection (a) above based on information in Seller’s possession at that time (which shall consist of actual receipts and disbursements to the extent available and estimates of remaining amounts, it being understood that such adjustments are to consider the full period up to Closing and it will be necessary to use estimates for some periods and/or amounts), and for any Asserted Defects or asserted Title Benefits as contemplated by Section 6. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit at Closing for the net amount of such excess, and if the converse is true, then the amount to be paid by Buyer to Seller at Closing shall be increased by the net amount of such excess. Buyer and Seller shall attempt to agree in good faith upon such adjustments prior to Closing, provided that, if agreement is not reached, the average of the net adjustment resulting from Buyer’s computation and the net adjustment resulting from Seller’s computation shall be used at Closing (subject to further adjustment under subsection (c) and (d) below.

Initial Adjustment at Closing. At least five (5) days before the Closing Date, Seller shall provide to Buyer a statement (the “Closing Initial Settlement Statement”) in the form attached hereto as Exhibit 12.2 showing its Seller’s computations of (a) the amount of the adjustments to the Base Purchase Price provided for in subsection (a) above Section 12.1 and based on information amounts which prior to such time have actually been paid or received by Seller, (b) the amount of the adjustments provided for in Article VIII, if any, and (c) the amount of the adjustments provided for in Section 2.3(a)(i)(A), Section 2.3(a)(i)(B) and Section 2.3(a)(i)(C). Buyer and Seller shall attempt to agree upon such adjustments prior to Closing, subject to further adjustment under Section 12.3 below, provided that if agreement is not reached, Seller’s possession computation shall be used at that time (which shall consist Closing. Without duplication of actual receipts and disbursements adjustment to the extent available and estimates of remaining amountsCash Purchase Price contemplated in Section 12.1, it being understood that such adjustments are to consider the full period up to Closing and it will be necessary to use estimates for some periods and/or amounts), and for any Asserted Defects or asserted Title Benefits as contemplated by Section 6. If if the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit at Closing for the net amount of such excess, and if the converse is true, then the amount to be paid by Buyer to Seller at Closing shall be increased by the net amount of such excess. Buyer and Seller shall attempt to agree in good faith upon such adjustments prior to Closing, provided that, if agreement is not reached, the average of the net adjustment resulting from Buyer’s computation and the net adjustment resulting from Seller’s computation shall be used at Closing (subject to further adjustment under subsection (c) and (d) below.