Interim Statement of Adjustments Sample Clauses
The Interim Statement of Adjustments clause sets out the requirement for a preliminary calculation of financial adjustments between the parties prior to the closing of a transaction, typically in real estate or business sales. This statement details estimated amounts such as taxes, utilities, rents, or other prorated expenses that will be settled at closing, based on information available at the time. Its core function is to provide both parties with a clear understanding of their expected financial obligations and entitlements before final settlement, reducing the risk of disputes and ensuring a smoother closing process.
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Interim Statement of Adjustments. On or before three (3) Business Days prior to the Closing Date, Vendor shall deliver to Purchaser an interim statement of all adjustments (the "Interim Statement of Adjustments") to be made pursuant to Clause 7.1 in respect of costs, obligations, benefits and revenues accrued in respect to the Assets. The Interim Statement of Adjustments shall be prepared on the basis of Vendor's good faith estimate of such the costs, obligations, benefits and revenues accrued in respect to the Assets. Vendor shall make available to Purchaser all information reasonably necessary for Purchaser to understand and confirm the calculations in such statement and any amount deemed owing by one Party to another pursuant to the Interim Statement of Adjustments shall be used to calculate the amount payable by Purchaser at Closing pursuant to Sections 2.5 and 2.7.
Interim Statement of Adjustments. On or before five Business Days prior to the Closing Date, Vendor shall deliver to Purchaser an interim statement of all adjustments ("INTERIM STATEMENT OF ADJUSTMENTS") to be made pursuant to Section 7.1 in respect of the costs paid and revenues received by Vendor prior to Closing. The Interim Statement of Adjustments shall be prepared on the basis of Vendors' good faith estimate of the costs and revenues and Distributions paid or payable and received or receivable in respect of the Interim Period. Vendor shall make available to Purchaser all information reasonably necessary for Purchaser to understand and confirm the calculations in such statement and any amount deemed owing by one Party to another pursuant to the Interim Statement of Adjustments shall be used to calculate the payment made by Gas Corp. at Closing pursuant to Section 2.3.
Interim Statement of Adjustments. On or before the fourth (4th) Business Day prior to the Scheduled Closing Date, Seller shall deliver to Buyer an interim statement of all adjustments (the "Interim Statement of Adjustments") to be made pursuant to Section 8.9 in respect of the costs paid or payable and revenues received or receivable by Seller prior to Closing. The Interim Statement of Adjustments shall be prepared on the basis of Seller's good faith estimate of the costs and revenues attributable to the Oil and Gas Assets prior to the Closing Date. At the time it delivers the Interim Statement of Adjustments, Seller shall make available to Buyer all information reasonably necessary for Buyer to understand and confirm the calculations in such statement. Any amount deemed owing by one Party to another pursuant to the Interim Statement of Adjustments shall be used to calculate the payment made by Buyer at Closing pursuant to Section 4.2. For greater certainty, to determine the United States dollar converted equivalent of the Canadian dollar apportionments required pursuant to and in accordance with Section 8.9, together with the cash component of the Purchase Price (as estimated at Closing) payable at Closing by Buyer, the Interim Statement of Adjustments shall provide for and use the applicable conversion rate quoted for noon by the Bank of Canada on the fourth (4th) Business Day prior to the Scheduled Closing Date in accordance with Section 1.2(a)(ii).
Interim Statement of Adjustments. (a) The Vendor shall prepare and deliver to the Purchaser not later than three (3) Business Days prior to the Closing Date an interim statement (the “Interim Statement of Adjustments”) setting forth the Vendor’s good faith estimate (the “Accounting Adjustment Estimate”) of:
(i) the Accounting Adjustment calculated on the basis of costs and revenues accrued by ConocoPhillips for months prior to the month in which Closing occurs, but not taking into account costs and revenues for the month in which Closing occurs unless Closing occurs on or after the 15th day of the month, in which case the Vendor’s good faith estimate of costs and revenues for one half of the month in which Closing occurs shall be included in such Accounting Adjustment Estimate; and
(ii) the calculation of the Purchase Price (based on such good faith estimate). The Interim Statement of Adjustments shall include reasonable detail of the calculation of the Accounting Adjustment Estimate. The Vendor shall furnish supporting worksheets with the Interim Statement of Adjustments and make available to the Purchaser all information reasonably necessary for the Purchaser to understand and confirm the calculations in such statement. An amount equal to the Accounting Adjustment Estimate will be deducted from the Base Price to calculate the Purchase Price (resulting in a decrease in the Purchase Price if the Accounting Adjustment is a positive amount and a reduction if it is a negative amount) as provided in Section 2.1 of the Agreement.
(b) The Vendor shall not be required to provide a credit at Closing for any revenues accruing after the Adjustment Date but not actually received by ConocoPhillips at least three (3) Business Days prior to the Closing Date, nor entitled to include any debit at Closing for any costs or expenses accruing after the Adjustment Date but not actually paid by ConocoPhillips at least three (3) Business Days prior to the Closing Date.