Post Closing Accounting. Purchaser and Seller agree that if subsequent to Closing either party receives any funds (including credits on accounts) to which the other party is entitled, such party will immediately pay such amounts to the other party. Purchaser will assist Seller with the collection of Seller's receivables. Purchaser and Seller will cooperate to pro-rate all billxxxx xxxeived by either party, which include charges applicable to both Purchaser and Seller. Purchaser further agrees: (i) that if subsequent to Closing Purchaser receives any amounts of money to which any Seller is entitled, such as, but not limited to, manufacturer payments relative to warranty work or holdback, Purchaser will immediately make payment to such Seller of any such amount; and (ii) to assist each Seller in collecting any amounts due and owing to such Seller from the applicable manufacturer, such as for warranty work or holdbacks.
Post Closing Accounting. (a) As soon as practicable after the Closing, USO shall prepare and deliver to Rocky Mountain, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Rocky Mountain Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Rocky Mountain shall deliver to USO a written report containing any changes that Rocky Mountain proposes be made to the Intermediate Settlement Statement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the acquisition of these assets. In the event Rocky Mountain and USO are unable to mutually agree upon the amount of the Final Settlement Statement, an audit shall be conducted by a mutually agreed upon accounting firm. Rocky Mountain and USO agree to be bound by the findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In the event that (i) the Final Sale Price is more than the amount paid at Closing, Rocky Mountain shall pay to USO the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, USO shall pay Rocky Mountain in immediately available funds the amount of such difference within 10 days of notification. USO shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Rocky Mountain shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective...
Post Closing Accounting. If necessary, a post-Closing accounting to finalize the adjustments to the Sale Price provided herein shall be held no later than ninety (90) days after the Closing Date. At that time, Seller shall provide to Buyer a complete account as to all Proceeds received by or on behalf of Seller that are attributable to the Assets during the period from the Effective Time to the Closing Date (netted against any Proceeds received by Buyer attributable to the Assets for any period of time prior to the Effective Time). Such account shall be settled between the Parties by the payment of cash, as appropriate, pursuant to a final settlement statement setting forth the items noted in this Section 11 and taking into account payments related to such matters that were made at Closing, to be prepared by Seller and approved by Buyer.
Post Closing Accounting. On or before 60 days following the Closing, BPM and VUS will account to each other for all funds paid and received pursuant to the CMA following the Closing, and will continue to account to each other thereafter as necessary to insure that all amounts paid and received are properly accounted for.
Post Closing Accounting. On or before 60 days following the Closing, Five Star and VUS will account to each other for all funds paid and received pursuant to the CMA following the Closing, and will continue to account to each other thereafter as necessary to ensure that all amounts paid and received are properly accounted for.
Post Closing Accounting. Subsequent to Closing, at Buyer's request, Unocal shall have the option to continue performing accounting obligations for the Assets for a period of time not to exceed six (6) months. Unocal shall be compensated their mutually agreed sum per month for each month or portion thereof during which Buyer requests such assistance. Unocal shall have no obligation to provide accounting assistance post-Closing for any portion of the Assets, except as is reasonable in good fait in a transaction of this type to transfer files and necessary information to Buyer.
Post Closing Accounting. An accounting shall be held no later than 90 days after the Closing Date. At that time Assignor shall furnish to Assignee a complete account as to all invoices paid and all revenues received attributable to all operations on, and production from, the Properties assigned to Assignee during the period from the Effective Time to the Closing Date. Such account shall be settled between the parties by the payment of cash, as appropriate, pursuant to a Final Settlement Statement, to be prepared by Assignor and approved by both parties. Assignor shall not charge the Assignee COPAX xx other general and administrative overhead for the Properties being assigned to Assignee for the period between the Effective Time and the Closing Date.
Post Closing Accounting. An accounting shall be held no later than 90 days after the Closing Date. At that time Assignor shall furnish to Assignee a complete account as to all invoices paid and all revenues received attributable to all operations on, and production from, the Properties assigned to Assignee during the period from the Effective Time to the Closing Date. Such account shall be settled between the parties, within sixty days following expiration of the ninety days, by the payment of cash, as appropriate, pursuant to a Final Settlement Statement, to be prepared by Assignor and approved by both parties. Assignor shall not charge the Assignee XXXXX or other general and administrative overhead for the Properties assigned to Assignee for the period between the Effective Time and the Closing Date.
Post Closing Accounting. To the extent that, after the Effective Date, (i) PURCHASER or any of its Affiliates receive any payment that is for an account of SELLER according to the terms of this Agreement, or SELLER makes a payment on behalf of PURCHASER, PURCHASER shall deliver such amount to SELLER, or (ii) SELLER or any of its Affiliates receive any payment that is for the account of PURCHASER or any of its Affiliates according to the terms of this Agreement, or PURCHASER makes a payment on behalf of SELLER, SELLER shall deliver such amount to PURCHASER. All amounts due and payable under this Section 4.4, if any, shall be due and payable by the applicable party in immediately available funds, by wire transfer to an account designated in writing by the other party and shall be delivered to the other party on the later of fifteen (15) days after completion of the Services (as defined in the Transition Services Agreement) or thirty (30) days after receipt thereof.
Post Closing Accounting. A post-Closing accounting shall be held no later than ninety (90) days after the date hereof. The Final Settlement Statement shall be prepared by Purchaser and approved by both Parties. Such account shall be settled between the Parties by the payment of cash, as appropriate, pursuant to a final settlement statement setting forth any adjustments to the Purchase Price made in accordance with Section 5 and taking into account any payments related to such matters made as of the date hereof (the “Final Settlement Statement”).
