Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3(b), will be determined in accordance with the following procedures:
Manner of Determining Adjustments. Any adjustments will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety (90) days after the Closing Date or such other date as the parties shall mutually agree upon.
Manner of Determining Adjustments. Any adjustments will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety (90) days after the Closing Date or such other date as the parties shall mutually agree upon. Seller shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth Seller's good faith estimate of the adjustments to the Purchase Price under Section 2.3(a). The preliminary settlement statement (i) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (ii) shall be certified by Seller to be true and complete in all material respects as of the date thereof.
Manner of Determining Adjustments. (i) Any adjustments with respect to the First Closing Date shall be determined as provided in this paragraph (i), with final settlement and payment by the appropriate party to be completed in accordance with paragraphs (iii) and (iv) of this subsection. Sellers shall prepare and deliver to Buyers no later than thirty (30) days following the First Closing Date a preliminary settlement statement which shall set forth Sellers' good faith estimate of the prorations required under Section 2.4(b). Such preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.4(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyers, and shall be certified by an officer (but without personal liability of such officer) on behalf of Sellers to be true and complete to Sellers' knowledge.
Manner of Determining Adjustments. (1) Any adjustments will, insofar as feasible, be determined and paid on the Closing Date in accordance with the following procedures: Sellers shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth Sellers' good faith estimate of the adjustments to the Purchase Price under Section 2.3(a). The preliminary settlement statement (i) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (ii) shall be certified by Sellers to be true and complete in all material respects as of the date thereof.
Manner of Determining Adjustments. (i) Any adjustments will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring within the time frame described in this Section 2.4(c). Seller shall prepare and deliver to Buyer not later than five (5) Business Days before the Closing Date a preliminary settlement statement which shall set forth Seller's good faith estimate of the prorations under Section 2.4(b). The preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.4(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyer, to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledge.
Manner of Determining Adjustments. The Closing Payment, taking into account the adjustments pursuant to Sections 2.3(a), will be determined finally in accordance with Section 2.4 and the following procedures:
Manner of Determining Adjustments. (i) Within five (5) Business Days after the Closing, Sellers shall deliver to Purchaser a statement (the “Sellers Adjustment Statement”) setting forth in reasonable detail (x) the Closing Date Inventory Valuation and the Accounts Receivable Amount, including the summary spreadsheet of the components of the Accounts Receivable Amount in the format previously furnished to Purchaser, including a list of outstanding invoices, and (z) Sellers’ calculation of the adjustments to the Purchase Price.
Manner of Determining Adjustments. The Asset Purchase Price, taking into account the adjustments and prorations pursuant to Section 4.3(a), will be determined finally in accordance with the following procedures:
Manner of Determining Adjustments. At Closing, all prorations shall occur in accordance with the following:
