Common use of Post-Closing Statement Clause in Contracts

Post-Closing Statement. Seller shall issue a post closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included in the Closing Settlement Statement (the “Post Closing Statement”) within ninety (90) days after Closing. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Closing Statement in writing within thirty (30) days of the receipt of the Post Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoice.

Post-Closing Statement. Seller shall issue a post post-closing statement covering adjustments, without duplication, to the Base Cash Portion of the Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up) (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Post-Closing Statement in writing within thirty (30) days of the receipt issuance of the Post Post-Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-fifteen (15) day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.319.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.319.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by the to Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue deliver to Buyer a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included in the Closing Settlement Statement (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Post-Closing Statement in writing within thirty (30) days of the receipt delivery of the Post Post-Closing Statement, said the Post-Closing Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.319.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.319.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt by Buyer or Seller, as the case may be.

Post-Closing Statement. Seller shall issue a post closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included in the Closing Settlement Statement (the “Post Closing Statement”) within ninety one hundred twenty (90120) days after Closing. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Closing Statement. If Buyer does not respond with objections and the support therefor therefore to the Post Closing Statement in writing within thirty (30) days of the receipt issuance of the Post Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt by Buyer.

Post-Closing Statement. Seller shall issue a post closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included in the Closing Settlement Statement (the “Post Closing Statement”i) within ninety Within sixty (9060) days after Closing. Buyer shall respond with objections the Closing Date, the Purchaser will prepare and deliver to Orbital, a proposed corrections within thirty closing statement (30the "Closing Statement") days setting forth the financial statements of the receipt Company as of the Post Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Closing Statement in writing within thirty Date. (30ii) days of the receipt of the Post Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within Within fifteen (15) days following after the delivery by the Purchaser of the Closing Statement, Orbital and its accountants shall have the right to review the Closing Statement and the calculations included therein. If Orbital objects to the manner in which the Closing Statement has been prepared, Orbital shall deliver written notice (the "Dispute Notice") to the Purchaser setting forth in reasonable detail a description of the basis of their objection and the adjustments to the Closing Statement that Orbital believes should be made. (iii) Within fifteen (15) days after the Purchaser's receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day periodDispute Notice, the dispute Purchaser, its Representatives and accountants shall be resolved in accordance review the Dispute Notice and deliver a written response to Orbital (the "Response") indicating whether and the extent to which the Purchaser agrees or disagrees with the dispute resolution provisions objections set forth in Section 20.3. After approval by Seller and Buyer the Dispute Notice. (or iv) During a period of fifteen (15) days after final resolution Orbital's receipt of the same under Section 20.3)Response, Orbital and the net adjustment due pursuant Purchaser shall attempt in good faith to the Post Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoice.resolve in writing any such

Post-Closing Statement. Seller shall issue a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up) (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Post-Closing Statement in writing within thirty (30) days of the receipt issuance of the Post Post-Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue a post post-closing statement covering adjustments, without duplication, to the Base Cash Portion of the Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up) (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer Xxxxx does not respond with objections and the support therefor to the Post Post- Closing Statement in writing within thirty (30) days of the receipt issuance of the Post Post-Closing Statement, said Statement shall be deemed approved by BuyerXxxxx. In the event that Buyer Xxxxx does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-fifteen (15) day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.319.3. After approval by Seller Xxxxxx and Buyer Xxxxx (or after final resolution of the same under Section 20.319.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by the to Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue a post closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included in the Closing Settlement Statement (the “Post Closing Statement”) within ninety one hundred twenty (90120) days after Closing. Buyer shall respond with objections and proposed corrections within thirty sixty (3060) days of the receipt of the Post Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Closing Statement in writing within thirty sixty (3060) days of the receipt issuance of the Post Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days after receipt by Buyer. Seller or Buyer, as the case may be, shall he given reasonable access to and shall be entitled to a review and audit during normal business hours of such invoicethe other Party’s records pertaining to the computation of amounts claimed in the Post-Closing Statement.

Post-Closing Statement. Seller shall issue a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up), including with respect to the matters described in clause (b) of the first sentence of Section 10.3 hereof (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Post-Closing Statement in writing within thirty (30) days of the receipt issuance of the Post Post- Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue deliver to Buyer a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up) (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Post-Closing Statement in writing within thirty (30) days of the receipt delivery of the Post Post-Closing StatementStatement to Buyer, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue deliver to Buyer a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up) (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall may respond with objections and proposed corrections within thirty (30) days of the after receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor and/or proposed corrections (together with supporting documentation therefor) to the Post Post-Closing Statement in writing within thirty (30) days of the after receipt of the Post Post-Closing Statement, said Post-Closing Statement shall be deemed approved by Buyer. In the event that Buyer does so respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and/or proposed corrections and supporting documentation and attempt to in good faith resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.315.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.315.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by the to Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up), including with respect to the matters described in clause (b) of the first sentence of Section 10.3 hereof (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Post-Closing Statement in writing within thirty (30) days of the receipt issuance of the Post Post-Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.

Post-Closing Statement. Seller shall issue deliver to Buyer a post post-closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included (or were estimated) in the Closing Settlement Statement (or have otherwise been finally determined or trued-up) (the “Post Post-Closing Statement”) within ninety one hundred twenty (90120) days after Closing, including supporting documentation. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Post-Closing Statement. If Buyer Xxxxx does not respond with objections and the support therefor to the Post Post- Closing Statement in writing within thirty (30) days of the receipt delivery of the Post Post-Closing StatementStatement to Buyer, said Statement shall be deemed approved by BuyerXxxxx. In the event that Buyer Xxxxx does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller Xxxxxx and Buyer Xxxxx (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by to the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoiceafter receipt.