Preliminary and Final Settlements Sample Clauses
Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows:
(a) At least ten Business Days prior to the Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), prepared in good faith and on a reasonable basis, setting forth in reasonable detail Seller's estimate as of the Closing Date of the prorations set forth in Section 3.2 and the adjustments set forth in Section 3.3. The Preliminary Adjustments Report shall be certified by an authorized officer of the general partner of the General Partner to have been prepared in good faith and on a reasonable basis. Seller shall provide Buyer with such information as Buyer may reasonably request to verify the proposed prorations and adjustments. If Buyer gives notice to Seller that it reasonably believes that any of the proposed prorations or adjustments are materially incorrect and the parties are unable to resolve the dispute prior to Closing, the disputed amount shall be deposited with the Escrow Agent, to be administered and distributed in accordance with the terms of this Agreement and the Escrow Agreement, pending final resolution of the adjustments pursuant to Section 3.4(b).
(b) Within 60 days after the Closing Date, Seller will deliver to Buyer a report (the "Final Adjustments Report"), prepared in good faith and on a reasonable basis, setting forth in reasonable detail the final determination of the prorations set forth in Section 3.2 and the adjustments set forth in Section 3.3. The Final Adjustments Report shall make such changes to the Preliminary Adjustments Report as are necessary to cover those prorations or adjustments which (i) were estimated or were not calculated as of the Closing Date in the Preliminary Adjustments Report and (ii) were adjusted in the Preliminary Adjustments Report and which require subsequent adjustment. The Final Adjustments Report shall be certified by an authorized officer of the general partner of the General Partner to be true, complete and correct as of the date it is delivered. Buyer shall provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. Seller shall provide Buyer with reasonable access to all records which Seller has in its possession which are necessary for Buyer to review and verify the Final Adjustments Report.
(c) Within 30 days after receipt of the Final Adjustments Report, Buyer shall revie...
Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows:
Preliminary and Final Settlements. Preliminary and final adjustments to the Cash Amount shall be calculated in accordance with GAAP and determined as follows:
(a) At least ten (10) days before the Closing Date, Parent will deliver to ▇▇▇▇▇▇▇ (i) a balance sheet of SplitCo Sub projected to be accurate as of the Closing Date (with components of the balance sheet to be derived from ledgers utilized by Parent Parties in the preparation of the Financial Statements and prepared in a manner consistent with the Financial Statements) and based on the books and records relating to the Systems (the “Estimated Closing Balance Sheet”), and (ii) a schedule setting forth the good faith estimate of Parent of the RGU Deficiency Amount (the “Estimated RGU Deficiency Amount”), the Net Working Capital Adjustment Amount (based on the Estimated Closing Balance Sheet) (the “Estimated Net Working Capital Adjustment Amount”) and the Cash Amount (the “Estimated Cash Amount”), in each case as projected to the Closing Date, and shall provide ▇▇▇▇▇▇▇ with access to such financial records, subscriber lists and other records used by Parent to derive the preliminary estimates set forth therein. In the event that the Closing Date is less than ten (10) days from the date on which all conditions precedent as set forth in Article VII are either waived or satisfied, and Parent provides ▇▇▇▇▇▇▇ with an opportunity to review and comment upon a proposed Estimated Closing Balance Sheet, Estimated RGU Deficiency Amount, Estimated Net Working Capital Adjustment Amount, and Estimated Cash Amount, then Shivers shall waive the requirement that such documents be delivered to it at least ten (10) days before Closing and Parent shall deliver the Estimated Closing Balance Sheet, the Estimated RGU Deficiency Amount, the Estimated Net Working Capital Adjustment Amount and the Estimated Cash Amount to ▇▇▇▇▇▇▇ as soon as is reasonably practicable following the determination of the Closing Date but in all events prior to the Closing. The Cash Amount contributed at Closing to SplitCo shall be the Estimated Cash Amount.
(b) No later than one-hundred twenty (120) days after the Closing Date, ▇▇▇▇▇▇▇ shall deliver to Parent (i) a balance sheet of SplitCo Sub as of the Closing Date (the “Final Closing Balance Sheet”) prepared in accordance with the same methodology used to prepare the Estimated Closing Balance Sheet, and (ii) a schedule setting forth the RGU Deficiency Amount as of the Closing Date (the “Final RGU Deficiency Amount”), the Net Workin...
Preliminary and Final Settlements. A. Within three business days following each Game or Licensee Event, the parties shall conduct a preliminary settlement and account to each other for those items of income received by and expenses incurred by each with respect to such Game or Licensee Event or ticket sales generally that are distributable to or chargeable against the other party pursuant to the provisions hereof, including, without limitation, the Facility Charge, the Food and Beverage Concession Commission, the Reimbursable Expenses, the Licensee Premium Seating Revenue, the Practice Fee (as defined in Section 11.D), and the Facility Charge and Rebate (as hereinafter defined) (the "Preliminary Settlement"). As part of the Settlement, Licensee will receive a rebate from the Two Dollars ($2.00) Facility Charge (provided that such fee was assessed and collected) of One Dollar ($1.00) (the “Rebate”) per ticket for season ticket holders and for group ticket sales packages sold prior to game day to charitable, educational, civic or other for-profit or not-for-profit affinity groups of ten (10) or more tickets for a single Game or Licensee Event (“Group Ticket Sales”), upon receipt of documentation reasonably satisfactory to Owner confirming such Group Ticket Sales. The Rebate does not apply to ticket sales for the Suite Level, SRO Vouchers used as tickets or Loge Seating. The Rebate does not apply to any Facility Charge collect at per ticket rate below $2.00, or with respect to any ticket for which a Facility Charge is not actually paid and collected in the amount of $2.00. At such Preliminary Settlement the parties shall distribute to the applicable party all monies then due and payable and shall pay to the applicable party any and all reimbursable expenses as provided in this Agreement.
B. Within thirty (30) days after the date of the last regular season or, if applicable, playoff Game of each League Season during the Term, each party shall prepare and submit to the other a final written and itemized accounting, together with payment of any sums which remain due to the other hereunder ("Final Settlement"). In the case of Licensee, said accounting shall be certified as accurate by a Licensee officer. In the case of Owner, said accounting shall be certified as accurate by Owner's box office Owner or business Owner. The requirements set forth in this Subsection 10.B shall survive the expiration or termination of this Agreement.
C. Any and all payments and fees payable by Licensee hereunder shall...