Post-Closing Settlement Clause Samples
The Post-Closing Settlement clause outlines the procedures for finalizing financial adjustments between parties after the closing of a transaction. Typically, this clause specifies how discrepancies in estimated versus actual values—such as working capital, inventory, or other balance sheet items—will be identified and reconciled within a set period following closing. By establishing a clear process for resolving these differences, the clause ensures that both parties receive the correct financial outcome and helps prevent disputes over post-closing financial matters.
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Post-Closing Settlement. On or before one hundred twenty (120) days after Closing (“Final Settlement Date”), Buyer shall execute and deliver to Seller a final statement (the “Final Settlement Statement”) which shall set forth all of the adjustments called for in this Section 10.4 (“Final Settlement Amount”), including an accounting of all (i) revenues distributed to Seller attributable to the Oil and Gas Assets for the period from the Effective Time to the Closing Date and (ii) all capital costs, Taxes (excluding income and franchise and including prorated estimates of ad valorem taxes in the absence of actuals), and expenses charged and paid by Seller attributable to the Oil and Gas Assets for the period from and after the Effective Date. Seller shall have the right, within sixty (60) days after receipt of the Final Settlement Statement, to audit and object to such statement. If Seller objects to the Final Settlement Statement in writing within the sixty (60) day period, Buyer and Seller shall attempt to resolve such objections within thirty (30) days after receipt of said objection. If the Parties are unable to resolve such objections within the thirty (30) day period, then Seller’s disputed items shall be submitted to an independent, nationally recognized accounting firm without any material financial relationship to either Buyer or Seller, as mutually selected by Buyer and Seller within five (5) business days after the end of the foregoing 30-day period. The fees and expenses of such arbitrator shall be borne 50% by Seller and 50% by Buyer. Payment of the Final Settlement Amount is due thirty (30) days from receipt of the Final Settlement Statement, or ten (10) days from the determination of the Final Settlement Amount under the Dispute Resolution Procedure, whichever is later. Interest will be applied at the Agreed Rate to any amounts if not paid when due.
Post-Closing Settlement. No later than sixty (60) days after the Third Amendment Closing Date, the Ceding Company shall deliver to the Reinsurer a settlement notice (the “Post-Closing Settlement Notice”), which sets forth the Ceding Company’s good faith estimate of the actual Third Amendment Closing Settlement Amount as determined in good faith by the Ceding Company as of the Third Amendment Effective Date based on the balances determined from the Ceding Company’s books and records and in accordance with statutory accounting principles prescribed generally by the State of Maryland consistently applied (the “Actual Third Amendment Closing Settlement Amount”). The Post-Closing Settlement Notice shall become final, binding and conclusive upon the Reinsurer and the Ceding Company on the sixtieth (60th) day following the Reinsurer’s receipt of the Post-Closing Settlement Notice, unless prior to such sixtieth (60th) day the Reinsurer delivers to the Ceding Company a written notice (a “Dispute Notice”) stating that the Reinsurer believes the Post-Closing Settlement Notice is incorrect and specifying in reasonable detail the basis for such assertion (each item addressed in such Dispute Notice, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting the Reinsurer’s positions. For the avoidance of doubt, the Reinsurer shall be afforded the access rights provided under Section 11.5 of the Reinsurance Agreement in connection with its review of the Post-Closing Settlement Notice pursuant to this Section 4(b). If the Reinsurer delivers a Dispute Notice, then the Ceding Company and the Reinsurer shall seek in good faith to resolve the Disputed Items during the thirty (30)-day period beginning on the date the Ceding Company receives the Dispute Notice. If Ceding Company and the Reinsurer reach agreement with respect to any Disputed Items, the Ceding Company shall revise the Post-Closing Settlement Notice to reflect such agreement. In the event the Ceding Company and the Reinsurer cannot resolve any Disputed Item, the Ceding Company and the Reinsurer shall resolve any such disagreement in accordance with Article 17 (Arbitration) of the Reinsurance Agreement. Within five (5) business days after the Post-Closing Settlement Notice becomes final pursuant to the provisions of this Section 4, if (i) the final Actual Third Amendment Closing Settlement Amount exceeds the Estimated Settlement Payment determined pursuant to Section 4(a) hereof, the Ceding Company shall pa...
Post-Closing Settlement. Seller and Purchaser agree to cooperate to assure appropriate settlement of point of sale debit card transactions relating to Deposit Account Liabilities settled following the Closing Date. Following the Closing, Purchaser will make commercially reasonable efforts to notify originators of Automated Clearing House (“ACH”) entries affecting Deposit Account Liabilities of the transfers contemplated by this Agreement. Seller agrees to cooperate with Purchaser in a commercially reasonable manner to assure prompt delivery and settlement of ACH transactions received by Seller for debit or credit to Deposit Account Liabilities. Seller and Purchaser agree to cooperate with respect to any other items relating to Deposit Account Liabilities that come into Seller’s possession following the Closing Date.
Post-Closing Settlement. (a) If the Final Post-Closing Adjustment Amount equals or exceeds the Escrow Amount, then the Seller shall be entitled to the Escrow Amount, and the Purchaser shall pay to the Seller the additional amount, if any, by which the Final Post-Closing Adjustment Amount exceeds the Escrow Amount. If the Final Post-Closing Adjustment Amount is less than the Escrow Amount (such deficiency being the "Closing Date Deficiency"), then the Seller shall be entitled to the amount, if any, by which the Escrow Amount exceeds the Closing Date Deficiency, and the Purchaser shall be entitled to the balance. If the Closing Date Deficiency equals or exceeds the Escrow Amount, then the Purchaser shall be entitled to the Escrow Amount and the Seller shall pay to the Purchaser the amount, if any, by which the Closing Date Deficiency exceeds the Escrow Amount.
(b) Any amount to which the Purchaser or the Seller is entitled pursuant to Section 2.8(a) shall be paid no later than five (5) Business Days after the determination of the Final Post-Closing Adjustment Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the party entitled to such payment. Any interest earned on the Escrow Amount pursuant to the Escrow Agreement shall be distributed to the Seller and the Purchaser pro rata based on the proportion of the Escrow Amount to which the Seller and the Purchaser, respectively, are entitled pursuant to Section 2.8(a). Any additional amounts payable by either the Seller or the Purchaser pursuant to Section 2.8(a) shall bear interest at nine percent (9%) per annum from and including the thirty-first (31st) calendar day following the Closing Date until the date of payment.
Post-Closing Settlement. Within thirty (30) days after Closing, SELLER shall prepare for PURCHASER's review a final post-closing settlement statement to account for all production proceeds and all Expenses, other costs and expenses and taxes (other than income taxes) attributable to SELLER's interest in the PROPERTY that were not finally determined as of the Closing Date, and showing the calculation of the final Purchase Price based on such Statement.
(1) SELLER shall submit the statement to PURCHASER and shall afford PURCHASER access to SELLER’s records pertaining to the computation of the statement.
(2) As soon as practicable after receipt of the statement, PURCHASER shall deliver to SELLER a written report containing any changes which PURCHASER proposes be made to the Statement.
(3) The parties shall agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 40 days after the Closing.
(4) In the event that (i) the final Purchase Price is more than the amount delivered to SELLER at the Closing, PURCHASER shall pay to SELLER in immediately available Federal funds the amount of such difference to SELLER’s account, or (ii) the final Purchase Price is less than the amount delivered to SELLER at Closing, SELLER shall pay to PURCHASER in immediately available Federal funds the amount of such overpayment to PURCHASER’s account.
Post-Closing Settlement. Within ninety (90) days after the Closing, a final settlement statement will be prepared by Assignor and submitted to Assignee showing income and expenses for the Assets between the Effective Date and Closing Date and other charges and credits provided in this Agreement. Neither party to this Agreement shall be absolved from liability should such accounting and adjustment not be completed within said 90-day period. Assignor shall be credited with:
(a) The amount of all costs and expenses paid by Assignor, including without limitation, royalties, rentals and other charges, ad valorem and other taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, expenses paid under applicable operating agreements and, in the absence of an operating agreement, expenses of the sort customarily billed under such agreements, not including income taxes paid by Assignor, in connection with the operation of the Assets on or subsequent to the Effective Date, excluding any such costs that were included in the Reimbursed Development Costs or the Reimbursed NEPA Costs.
(b) An amount equal to all prepaid expenses attributable to the Assets that are paid by or on behalf of Assignor prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable to the period on or after the Effective Date, including without limitation, prepaid ad valorem, property, production, severance, and similar taxes (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom. Any refund of ad valorem tax attributable to the period before the Effective Date received by Assignee shall be credited to Assignor. Assignee shall be credited with:
(a) Proceeds received by Assignor that are, in accordance with generally accepted accounting principles, attributable to the Assets for the period of time on or after the Effective Date.
(b) The amount of all costs and expenses paid by Assignee, including, without limitation, royalties, rentals, and other charges, ad valorem, property, production, excise, severance, and other taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, expenses paid under applicable operating agreements and, in the absence of an operating agreement, expenses of the sort customarily billed under such agreement...
Post-Closing Settlement. Within ninety (90) days after Closing, but in no event later than December 31, 2009, PURCHASER shall prepare for SELLER's review a final post-closing settlement ("Post-Closing Settlement") to account for all production proceeds and all Expenses, including costs and expenses arising under any Contracts, other costs and expenses and taxes (other than income taxes) attributable to SELLER's interest in the PROPERTY. SELLER and PURCHASER agree to promptly remit any sum determined from such Post-Closing Settlement to be owed to the other.
Post-Closing Settlement. If the Final Purchase Price is less than the Closing Payment Amount, Sellers shall pay the amount of such difference by wire transfer of immediately available funds to the account designated by Buyers. If the Final Purchase Price is greater than the Closing Payment Amount, Buyers shall, in accordance with their Pro Rata Portion, pay the amount of such difference by wire transfer of immediately available funds to the account designated by Sellers. The Parties shall make any deliveries or payments required by this Section 2.3e) within five (5) Business Days after the earlier to occur of (i) the expiration of the Review Period without delivery and receipt of any written notice of any disputed item in accordance with Section 2.3d) and (ii) the date on which the Parties, or the Audit Firm, as applicable, finally determine the Final Purchase Price and the Final Closing Statement in accordance with the terms and provisions of Section 2.3d). Any payment made pursuant to this Section 2.3e) shall be treated for all purposes as an adjustment to the Base Purchase Price. All payments made, or to be made, under this Agreement by one Party to any other Party will be made by wire transfer of immediately available funds to the account designated by the receiving Party to the paying Party.
Post-Closing Settlement. If any post-closing adjustment is required to be made pursuant hereto, the settlement thereof (the "Post-Closing Settlement") shall take place at the offices of ▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇ at the address set forth in Section 4 at 10:00 a.m. local time on the fifth business day following the date upon which the Post-Closing Balance Sheet becomes final and binding upon the parties hereto, or at such other time and place as the Buyer and the Seller may mutually agree in writing.
Post-Closing Settlement. Within forty (45) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth the Deferred Revenue Amount and transfer, or cause the Selling Affiliates to transfer, cash equal to the Deferred Revenue Amount to Buyer or its designee.