Common use of Post-Closing Adjustment Procedure Clause in Contracts

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As The Parties acknowledge that as of the Effective Time, the Gathering System may be subject to Imbalances. Sellers shall use reasonable efforts to minimize the extent of the Imbalances. Buyer shall use reasonable efforts to prepare and deliver to the Seller Representative, as soon as reasonably practicable, practicable but no later than ninety (90) 30 days after the Closing Date, Seller shall deliver to Buyer in accordance with this Agreement and GAAP, a final settlement statement (the “Final Post-Closing Settlement Statement”) setting forth any changes to the Pre-Closing Settlement Statement, each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit or payment that was not finally determined as of the Final Settlement Statement during Closing Date, the forty-five (45) day period commencing calculation of such adjustments and a proposed final purchase price, which will include interest from and including the Effective Time to, but excluding, the Closing Date, at the Applicable Rate calculated on the date the Final Settlement Statement is delivered to Buyer basis of a 365-day year (the “Audit PeriodFinal Purchase Price”). As soon as reasonably practicable, but no later than the end Within 15 days after receipt of the Audit PeriodPost-Closing Settlement Statement, Buyer may the Seller Representative shall deliver to Seller Buyer a written report containing any changes Buyer proposes that Sellers propose be made to such statement. Any matters covered by the Final Post-Closing Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash onlyStatement. The Parties shall undertake to agree to negotiate in good faith the Final Purchase Price and any amounts due pursuant to such post-closing adjustment no later than 15 days after Buyer has received Sellers’ proposed changes. If Buyer and Sellers cannot agree on the Post-Closing Settlement Statement within 60 days after the Closing Date, the Parties shall engage an internationally recognized public accounting firm acceptable to Buyer and Sellers (the “Independent Accounting Firm”), to resolve any disputes relating to items in disputed amounts (and only those amounts). Buyer, on the Final Settlement Statement one hand, and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree Sellers, on any adjustments to the Final Settlement Statementother hand, each must pay one half of the fees and other costs of the Independent Accounting Firm. If the Parties fail engage the Independent Accounting Firm under this §2(f), Sellers and Buyer shall provide the Independent Accounting Firm with a detailed statement itemizing any disputed amounts and all records and other information relevant to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than determination of the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”)amounts. The Parties shall direct instruct the Independent Accounting Referee Firm to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the disputemake those calculations as soon as practicable. The Accounting Referee shall act final determination of any of the disputed items as an expert for calculated under this §2(f) is binding on the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expensesParties. The date upon which such agreement is reached or upon which the Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, Purchase Price is established shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being called the “Final Settlement Date”.” If the Final Purchase Price is more than the Estimated Purchase Price, Buyer will pay in immediately available funds the amount of that difference to Sellers or to Sellers’ account (as designated by the Seller Representative). If the Final Purchase Price is less than the Estimated Purchase Price, Sellers will pay in immediately available funds the amount of that difference to Buyer or to Buyer’s account (as designated by Buyer). Buyer or Sellers, as the case may be, shall pay the amount of the difference within five Business Days after the Final Settlement Date.

Post-Closing Adjustment Procedure. As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer Seller, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment to in accordance with Section 3.02 and showing the Purchase Price required under Section 2.03calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within 15 days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicableStatement, but no later than the end of the Audit Period, Buyer may Seller shall deliver to Seller Purchaser a written report containing any changes Buyer that Seller proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments made to the Final Settlement Statement. If the The Parties fail shall use their Reasonable Good-Faith Efforts to agree on final adjustments within that fifteen (15) day period, either Party may submit with respect to the disputed items, amounts due pursuant to such post-closing adjustment no later than 15 days after Purchaser has received Seller’s proposed changes. The Purchase Price as reflected in the thirtieth Final Settlement Statement shall be called the "Final Purchase Price". The date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the "Final Settlement Date." If (30thi) day following the expiration Final Purchase Price is more than the Adjusted Purchase Price, Purchaser shall pay in immediately available federal funds the amount of such fifteen difference to Seller or to Seller’s account (15as designated by Seller), or (ii) day periodthe Final Purchase Price is less than the Adjusted Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to KPMG Purchaser or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing to Purchaser’s account (the “Accounting Referee”as designated by Purchaser). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer Purchaser or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”. If Seller and Purchaser are unable to agree upon the Final Settlement Statement within 60 days after Purchaser’s receipt of same, the Parties agree to engage promptly (and in any event within ten days) the Denver office of an accounting firm which is not the auditor of either Party and is mutually acceptable to both Parties (the "Independent Accountant"). Such Independent Accountant shall perform such procedures as are agreed upon by Seller and Purchaser in order to determine the Final Purchase Price. The determination of the Independent Accountant that conducts the agreed upon procedures shall be binding on Purchaser and Seller, and the fees and expenses of such Independent Accountant shall be borne one-half each by Purchaser and Seller. Within five days after the determination of the independent accounting firm, Purchaser or Seller, as the case may be, shall promptly make a cash payment, in immediately available funds, to the other equal to the amount, if any, found due by the Independent Accountant. Purchaser and Seller will, and will cause their representatives to, cooperate and assist in the preparation of the Final Settlement Statement and the conduct of the reviews and audits referred to in this Section 9.02, including (without limitation) making available books, records and personnel as required.

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.031.05, including the Final Closing Amounts. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s 's written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s 's fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s 's decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As soon (a) After Closing, Sellers will prepare and will cause Ernst & Young, the Company's certified public accountants, to prepare a balance sheet ("Closing Balance Sheet") of the Company as reasonably practicableof the Closing Date, but no later than ninety (90) days including a computation of Closing Net Asset Value as of the Closing Date. The cost of such Closing Balance Sheet shall be shared equally by Buyer and Sellers. Sellers will deliver the Closing Balance Sheet to Buyer as promptly as practicable after the Closing Date. If within ten (10) business days following delivery of the Closing Balance Sheet, Seller shall deliver Buyer has not given Sellers notice of its objection to the Closing Balance Sheet (such notice must contain a statement of the basis of Buyer's objection), then the Closing Net Asset Value reflected in the Closing Balance Sheet will be used in computing the final Purchase Price Adjustment required by Section 1.3. If Buyer gives such notice of objection, then the issues in dispute will be submitted to a final settlement statement "big five" independent accounting firm (the “Final Settlement Statement”"Accountants") setting forth each adjustment chosen by Sellers and Buyer for resolution. If issues in dispute are submitted to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicableAccountants for resolution, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) each party will furnish to the date Accountants such amount is agreedwork papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), or deemed agreed, by and will be afforded the Parties opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the date determination by the Parties receive Accountants, as set forth in a notice delivered to both parties by the Accounting Referee’s decision Accountants and which shall not result in a lower purchase price than that calculated by the Buyer's accountants or a greater purchase price than that calculated by Sellers' accountants will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such earlier date being the “Final Settlement Date”)determination.

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.031.05. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s 's written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s 's fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s 's decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.032.2. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s 's written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15I5) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties parties agree in writing (the “Accounting Referee”). Any adjustment dispute that is not resolved by agreement of the parties or submitted to the Accounting Referee by such thirtieth (30th) day shall be deemed waived unless the thirty (30) day period is extended by mutual written agreement of the parties. The Parties parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s 's fees and expenses. The Final Settlement Statement, whether as agreed between the Parties parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties parties and (ii) the date the Parties parties receive the Accounting Referee’s 's decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer Seller, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to in accordance with Section 3.2 and showing the Purchase Price required under Section 2.03calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within 15 days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicableStatement, but no later than the end of the Audit Period, Buyer may Seller shall deliver to Seller Purchaser a written report containing any changes Buyer that Seller proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments made to the Final Settlement Statement. If the The Parties fail shall use their Reasonable Good-Faith Efforts to agree on final adjustments within that fifteen (15) day period, either Party may submit with respect to the disputed items, amounts due pursuant to such post-closing adjustment no later than 15 days after Purchaser has received Seller’s proposed changes. The Purchase Price as reflected in the thirtieth Final Settlement Statement shall be called the “Final Purchase Price.” The date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the “Final Settlement Date.” If (30thi) day following the expiration Final Purchase Price is more than the Adjusted Purchase Price, Purchaser shall pay in immediately available federal funds the amount of such fifteen difference to Seller or to Seller’s account (15as designated by Seller), or (ii) day periodthe Final Purchase Price is less than the Adjusted Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to KPMG Purchaser or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing to Purchaser’s account (the “Accounting Referee”as designated by Purchaser). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer Purchaser or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date. If Seller and Purchaser are unable to agree upon the Final Settlement Statement within 60 days after Purchaser’s receipt of same, the Parties agree to engage promptly (and in any event within ten days) the Denver office of an accounting firm which is not the auditor of either Party and is mutually acceptable to both Parties (the “Independent Accountant”). Such Independent Accountant shall perform such procedures as are agreed upon by Seller and Purchaser in order to determine the Final Purchase Price. The determination of the Independent Accountant that conducts the agreed upon procedures shall be binding on Purchaser and Seller, and the fees and expenses of such Independent Accountant shall be borne one-half each by Purchaser and Seller. Within five days after the determination of the independent accounting firm, Purchaser or Seller, as the case may be, shall promptly make a cash payment, in immediately available funds, to the other equal to the amount, if any, found due by the Independent Accountant. Purchaser and Seller will, and will cause their representatives to, cooperate and assist in the preparation of the Final Settlement Statement and the conduct of the reviews and audits referred to in this Section 9.3, including (without limitation) making available books, records and personnel as required.