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

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of 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 ValueVision'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 Working 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 Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.4 (a). Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a2.5(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of 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 ValueVision'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 Working 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 Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.42.5 (a). ) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall will be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of all 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 ValueVision'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 Working 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 Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall will deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.4 (a). ) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Working Capital Credits shall be conclusive and binding on all Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of 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 ValueVision'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 Working 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 Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.4 (a). ) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyer's Buyers knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyer's Buyers statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyer's Buyers statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's Buyers determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a2.5(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of 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 ValueVision'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 Working 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 Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.42.5 (a). ) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.