Common use of Post-Closing Adjustments to Purchase Price Clause in Contracts

Post-Closing Adjustments to Purchase Price. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. Each Party shall provide the other such data and information as may be reasonably requested to permit Seller to prepare such Statement or to permit Buyer to perform or cause to be performed an audit of such Statement. The revised Statement shall become final and binding upon the parties on the sixtieth (60th) day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount and the nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the dispute evidenced by the Notice of Disagreement by mutual agreement, or otherwise in accordance with Section 4.08.

Post-Closing Adjustments to Purchase Price. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. Each Party To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Statement. Seller shall provide the other Buyer such data and information as Buyer may be reasonably requested to permit Seller to prepare such request supporting the amounts reflected on the revised Statement or in order to permit Buyer to perform or cause to be performed an audit of such Statementaudit. The revised Statement shall become final and binding upon the parties on the sixtieth thirtieth (60th30th) day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”‘) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount and the amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the dispute Dispute evidenced by the Notice of Disagreement by mutual agreement, or otherwise in accordance with Section 4.08Article XIV.

Post-Closing Adjustments to Purchase Price. (a) On or before ninety (90) 90 business days after the Closing Date, Seller Sellers shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. Each Party To the extent reasonably required by Sellers, Buyer shall assist in the preparation of the revised Statement. Sellers shall provide the other Buyer such data and information as Buyer may be reasonably requested to permit Seller to prepare such request supporting the amounts reflected on the revised Statement or in order to permit Buyer to perform or cause to be performed an audit of such Statementaudit. The revised Statement shall become final and binding upon the parties on the sixtieth (60th) 30th business day following receipt thereof by Buyer (the “"Final Settlement Date”") unless Buyer gives written notice of its disagreement (a “"Notice of Disagreement”") to Seller Sellers prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount and the amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller Sellers in a timely manner, then the Parties shall resolve the dispute Dispute evidenced by the Notice of Disagreement by mutual agreement, or otherwise in accordance with Section 4.08Article XIV.