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. 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.
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. 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:
Post-Closing Settlement. If the Final Purchase Price is less than the Closing Payment Amount, Seller shall pay the amount of such difference to Buyer. If the Final Purchase Price is greater than the Closing Payment Amount, Buyer shall pay the amount of such difference to Seller. The Parties shall make any deliveries or payments required by this Section 2.03(d) within five (5) Business Days after the earlier to occur of (i) the expiration of the Review Period without delivery and receipt of any Objection Notice in accordance with Section 2.03(c) and (ii) the date on which Seller and Buyer, or the Neutral Arbitrator, as applicable, finally determine the final Adjusted Purchase Price in accordance with the terms and provisions of Section 2.03(c). Any payment made pursuant to this Section 2.03(d) 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 electronic transfer of immediately available funds to the receiving Party’s bank and account as may be specified by the receiving Party in writing to the paying Party. \\4141-5696-8778 v37
Post-Closing Settlement. Within sixty (60) business days after Closing, SELLER and PURCHASER shall make a final post-Closing settlement to account for all production proceeds and other monetary payments collected for PURCHASER's account by SELLER and all Expenses, other costs and expenses and taxes paid for PURCHASER's account by SELLER pursuant to this section 18 and the True-Up Accounting Procedures and Principles attached as Schedule III to the Merger Agreement.. In addition, SELLER and PURCHASER shall account for and settle any payments made by SELLER prior to the Effective Date which are recouped or recoupable from production after the Effective Date. SELLER and PURCHASER agree to promptly remit any sum determined from such post-Closing settlement to be owed to the other.
Post-Closing Settlement. Within one hundred twenty (120) days after the Closing, a final settlement statement shall be prepared by Seller and submitted to Buyer showing income and expenses for the Assets between the Effective Date and Closing Date and other charges and credits provided in this Agreement and the adjustments to the Purchase Price provided for in this Agreement. However, neither party to this Agreement shall be absolved from liability should such accounting and adjustment not be completed within said one hundred twenty (120) day period.
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 XxXxxxxxx, Will & Xxxxx 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. Seller shall (and shall cause the PG&E ----------------------- Companies to) and Buyer shall (and shall cause the Acquired Companies to) pay any amounts that remain to be paid by such Person under any of the Terminated Contracts for services performed or goods received prior to the Closing Date under such Terminated Contract.
