Common use of Manner of Determining Prorations and Credits Clause in Contracts

Manner of Determining Prorations and Credits. The prorations required by Section 2.4(a) will be determined finally in accordance with the following procedures: (i) Travel shall prepare and deliver to PCC not later than two Business Days before the Closing Date a preliminary settlement statement which shall set forth Travel's good faith estimate of the prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by PCC, (B) shall be certified by Travel to be true and complete to Travel's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (ii) Not later than sixty days after the Closing Date, PCC will deliver to Travel a statement setting forth PCC's determination of the prorations pursuant to Section 2.4(a). PCC's statement (A) shall contain all information reasonably necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by Travel and (B) shall be certified by PCC to be true and complete to PCC's knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If Travel disputes the prorations determined by PCC, it shall deliver to PCC within thirty days after its receipt of PCC's statement a statement setting forth its determination of the amount of the prorations. If Travel notifies PCC of its acceptance of PCC's statement, or if Travel fails to deliver its statement within the thirty-day period specified in the preceding sentence, PCC's determination of the prorations shall be conclusive and binding on Travel as of the last day of the thirty-day period. (iii) If Travel disputes the amount of the prorations determined by PCC, PCC and Travel shall use good faith efforts to resolve any dispute involving the determination of the prorations as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) will be determined finally in accordance with the following procedures: (i1) Travel ValueVision, on behalf of all Sellers, shall prepare and deliver to PCC Buyer not later than two Business Days five days before the Closing Date a preliminary settlement statement which shall set forth TravelValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by PCCBuyer, and (B) shall be certified by Travel ValueVision to be true and complete to TravelValueVision's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (ii2) Not later than sixty days after the Closing Date, PCC Buyer will deliver to Travel ValueVision a statement setting forth PCCBuyer's determination of the prorations Working Capital Credits pursuant to Section 2.4(a). PCC2.4 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by Travel ValueVision, and (B) shall be certified by PCC Buyer to be true and complete to PCCBuyer's knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If Travel ValueVision disputes the prorations amount of the Working Capital Credits determined by PCCBuyer, it shall deliver to PCC Buyer within thirty days after its receipt of PCCBuyer's statement a statement setting forth its determination of the amount of the prorationsWorking Capital Credits. If Travel ValueVision notifies PCC Buyer of its acceptance of PCCBuyer's statement, or if Travel ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, PCCBuyer's determination of the prorations Working Capital Credits shall be conclusive and binding on Travel all Sellers as of the last day of the thirty-day period. (iii3) If Travel ValueVision disputes the amount of the prorations Working Capital Credits determined by PCCBuyer, PCC Buyer and Travel ValueVision shall use good faith efforts to resolve any dispute involving the determination of the prorations Working Capital Credits as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a2.5(a) will shall be determined finally in accordance with the following procedures: (i1) Travel ValueVision, on behalf of Sellers, shall prepare and deliver to PCC Buyer not later than two Business Days five (5) days before the Closing Date a preliminary settlement statement which shall set forth TravelValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), to the extent such prorations can be determined - 10 - 17 or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by PCCBuyer, and (B) shall be certified by Travel ValueVision to be true and complete to TravelValueVision's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (ii2) Not later than sixty (60) days after the Closing Date, PCC will Buyer shall deliver to Travel ValueVision a statement setting forth PCCBuyer's determination of the prorations Working Capital Credits pursuant to Section 2.4(a). PCC2.5 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), and such other information as may be reasonably requested by Travel ValueVision, and (B) shall be certified by PCC Buyer to be true and complete to PCCBuyer's knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If Travel ValueVision disputes the prorations amount of the Working Capital Credits determined by PCCBuyer, it shall deliver to PCC Buyer within thirty (30) days after its receipt of PCCBuyer's statement a statement setting forth its determination of the amount of the prorationsWorking Capital Credits. If Travel ValueVision notifies PCC Buyer of its acceptance of PCCBuyer's statement, or if Travel ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, PCCBuyer's determination of the prorations Working Capital Credits shall be conclusive and binding on Travel Sellers as of the last day of the thirty-day period. (iii3) If Travel ValueVision disputes the amount of the prorations Working Capital Credits determined by PCCBuyer, PCC Buyer and Travel ValueVision shall use good faith efforts to resolve any dispute involving the determination of the prorations Working Capital Credits as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a2.5(a) will shall be determined finally in accordance with the following procedures: (i1) Travel ValueVision, on behalf of Sellers, shall prepare and deliver to PCC Buyer not later than two Business Days five (5) days before the Closing Date a preliminary settlement statement which shall set forth TravelValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by PCCBuyer, and (B) shall be certified by Travel ValueVision to be true and complete to TravelValueVision's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (ii2) Not later than sixty (60) days after the Closing Date, PCC will Buyer shall deliver to Travel ValueVision a statement setting forth PCCBuyer's determination of the prorations Working Capital Credits pursuant to Section 2.4(a). PCC2.5 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), and such other information as may be reasonably requested by Travel ValueVision, and (B) shall be certified by PCC Buyer to be true and complete to PCCBuyer's knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If Travel ValueVision disputes the prorations amount of the Working Capital Credits determined by PCCBuyer, it shall deliver to PCC Buyer within thirty (30) days after its receipt of PCCBuyer's statement a statement setting forth its determination of the amount of the prorationsWorking Capital Credits. If Travel ValueVision notifies PCC Buyer of its acceptance of PCCBuyer's statement, or if Travel ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, PCCBuyer's determination of the prorations Working Capital Credits shall be conclusive and binding on Travel Sellers as of the last day of the thirty-day period. (iii3) If Travel ValueVision disputes the amount of the prorations Working Capital Credits determined by PCCBuyer, PCC Buyer and Travel ValueVision shall use good faith efforts to resolve any dispute involving the determination of the prorations Working Capital Credits as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) will shall be determined finally in accordance with the following procedures: (i1) Travel ValueVision, on behalf of Sellers, shall prepare and deliver to PCC Buyer not later than two Business Days five (5) days before the Closing Date a preliminary settlement statement which shall set forth TravelValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by PCCBuyer, and (B) shall be certified by Travel ValueVision to be true and complete to TravelValueVision's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (ii2) Not later than sixty (60) days after the Closing Date, PCC will Buyer shall deliver to Travel ValueVision a statement setting forth PCCBuyer's determination of the prorations Working Capital Credits pursuant to Section 2.4(a). PCC2.4 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by Travel ValueVision, and (B) shall be certified by PCC Buyer to be true and complete to PCC's Buyers knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If Travel ValueVision disputes the prorations amount of the Working Capital Credits determined by PCCBuyer, it shall deliver to PCC Buyer within thirty (30) days after its receipt of PCC's Buyers statement a statement setting forth its determination of the amount of the prorationsWorking Capital Credits. If Travel ValueVision notifies PCC Buyer of its acceptance of PCC's Buyers statement, or if Travel ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, PCC's Buyers determination of the prorations Working Capital Credits shall be conclusive and binding on Travel Sellers and ValueVision as of the last day of the thirty-day period. (iii3) If Travel ValueVision disputes the amount of the prorations Working Capital Credits determined by PCCBuyer, PCC Buyer and Travel ValueVision shall use good faith efforts to resolve any dispute involving the determination of the prorations Working Capital Credits as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) will shall be determined finally in accordance with the following procedures: (i1) Travel ValueVision, on behalf of Sellers, shall prepare and deliver to PCC Buyer not later than two Business Days five (5) days before the Closing Date a preliminary settlement statement which shall set forth TravelValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by PCCBuyer, and (B) shall be certified by Travel ValueVision to be true and complete to TravelValueVision's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (ii2) Not later than sixty (60) days after the Closing Date, PCC will Buyer shall deliver to Travel ValueVision a statement setting forth PCCBuyer's determination of the prorations Working Capital Credits pursuant to Section 2.4(a2.4 (a). PCCBuyer's statement (A) shall contain all information reasonably necessary to determine the credits to each partyWorking Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by Travel ValueVision, and (B) shall be certified by PCC Buyer to be true and complete to PCCBuyer's knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If Travel ValueVision disputes the prorations amount of the Working Capital Credits determined by PCCBuyer, it shall deliver to PCC Buyer within thirty (30) days after its receipt of PCCBuyer's statement a statement setting forth its determination of the amount of the prorationsWorking Capital Credits. If Travel ValueVision notifies PCC Buyer of its acceptance of PCCBuyer's statement, or if Travel ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, PCCBuyer's determination of the prorations Working Capital Credits shall be conclusive and binding on Travel Sellers and ValueVision as of the last day of the thirty-day period. (iii3) If Travel ValueVision disputes the amount of the prorations Working Capital Credits determined by PCCBuyer, PCC Buyer and Travel ValueVision shall use good faith efforts to resolve any dispute involving the determination of the prorations Working Capital Credits as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.