Common use of Preliminary and Final Settlements Clause in Contracts

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 review the Final Adjustments Report and notify Seller whether or not Buyer accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten Business Days of such acceptance, make the following payments: (i) if the Purchase Price calculated based on the Final Adjustments Report is greater than the Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash by wire or interbank transfer in immediately available funds, or (ii) if the Purchase Price calculated based on the Final Adjustments Report is less than the Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash by wire or interbank transfer in immediately available funds. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing from the date such payment was due at the Prime Rate plus 5%. (d) If Buyer in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer shall give notice thereof to Seller within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller shall have a period of 30 days from Seller's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten Business Days after the expiration of such 30-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyer. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Preliminary and Final Settlements. Preliminary and final adjustments to the Cash Purchase Price will be determined as follows: (a) At least ten three Business Days prior to the Closing Date, Seller Vendell will deliver to Buyer a report (the "Preliminary Adjustments Report"), prepared by Vendell in good faith and on a reasonable basis, setting forth in reasonable detail Seller's estimate a pro forma determination as of the Closing Date Adjustment Time of the prorations set forth in Section 3.2 Current Assets and Current Liabilities and the corresponding adjustments set forth in to the Cash Purchase Price pursuant to Section 3.33.2. The compliance of the Preliminary Adjustments Report with the provisions of the first sentence of this Section 3.3(a) shall be certified by an authorized officer of the general partner Vendell as of the General Partner to have been prepared in good faith and date it is delivered. Based 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 ClosingPreliminary Adjustments Report, the disputed amount shall Cash Purchase Price will be deposited with adjusted on the Escrow Agent, to be administered and distributed Closing Date in accordance with the terms provisions of this Agreement and the Escrow Agreement, pending final resolution of the adjustments pursuant to Section 3.4(b)3.2. (b) Within 60 days after the Closing Date, Seller Buyer will deliver to Buyer Vendell a report (the "Final Adjustments Report"), prepared by Buyer 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 3.33.2. 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 calculable as of the Closing Date Adjustment Time in the Preliminary Adjustments Report and Report, or (ii) were adjusted in the Preliminary Adjustments Report and which that require subsequent adjustment. The compliance of the Final Adjustments Report with the provisions of this Section 3.3(b) shall be certified by an authorized officer of the general partner of the General Partner to be true, complete and correct Buyer 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 Vendell shall review the Final Adjustments Report and notify Seller Buyer in writing whether or not Buyer Vendell accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer Vendell accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten five Business Days of such acceptance, make the following paymentsadjustments: (i) if the Cash Purchase Price calculated based on the Final Adjustments Report is greater than the Cash Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash (by means of federal funds wire or interbank transfer in immediately available funds) the amount of such difference, or (ii) if the Cash Purchase Price calculated based on the Final Adjustments Report is less than the Cash Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash (by means of federal funds wire or interbank transfer in immediately available funds) the amount of such difference. In the event any payment required by this Section 3.4(c3.3(c) is not made by the appropriate party when due, Seller or Buyer, as appropriate, shall make due pursuant to the payment required by terms of this Section 3.4(c) with 3.3(c), such payment shall accrue interest accruing from the date such payment was due at the lesser of the Prime Rate plus 5%4% or the maximum rate permitted by applicable law. (d) If Buyer Vendell in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer Vendell shall give notice thereof to Seller Buyer in writing within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller Vendell shall have a period of 30 days from SellerBuyer's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller Buyer within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer Seller has accepted the Final Adjustments Report with respect to all items set forth therein and within ten three Business Days after the expiration of such 30-30 day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c3.3(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from SellerBuyer's receipt of BuyerVendell's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized the Chicago office of the accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyerof Arthxx Xxxexxxx XXX. The engagement of and the determination by the Accountants Arthxx Xxxexxxx XXX (or any other accounting firm designated by Arthxx Xxxexxxx XXX as set forth below) shall be completed within 60 days after such assignment is given to Arthxx Xxxexxxx XXX and shall be binding on and shall be nonappealable by Seller and Buyer. In If for any reason Arthxx Xxxexxxx XXX is unable to act in such capacity, such determination will be made by any other nationally recognized accounting firm selected by the event that Chicago office of Arthxx Xxxexxxx XXX. The fees and expenses payable to Arthxx Xxxexxxx XXX (aor any other accounting firm designated by Arthxx Xxxexxxx XXX) the Purchase Price calculated based on in connection with such determination will be borne 50% by Seller and 50% by Buyer, unless (i) the determination of Arthxx Xxxexxxx XXX (or any other accounting firm designated by Arthxx Xxxexxxx XXX) with respect to the Accountants is less disputed amounts results in a payment by Seller in an amount which exceeds by more than $100,000 the Purchase Price calculated based on the Final Adjustments Report, amount Seller shall have claimed it owes hereunder in which case the fees and expenses payable to the Accountants Arthxx Xxxexxxx XXX (or any other accounting firm designated by Arthxx Xxxexxxx XXX) shall be paid by Seller Seller, or (bii) the Purchase Price calculated based on the determination of the Accountants is greater than Arthxx Xxxexxxx XXX (or equal any other accounting firm designated by Arthxx Xxxexxxx XXX) with respect to the Purchase Price calculated based on disputed amounts results in a payment by Buyer in an amount which exceeds by more than $100,000 the Final Adjustments Reportamount Buyer shall have claimed it owed hereunder, in which case the fees and expenses payable to the Accountants Arthxx Xxxexxxx XXX (or any other accounting firm designated by Arthxx Xxxexxxx XXX) shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows: (a1) 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). (b2) 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 Sec tion 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. (c3) Within 30 days after receipt of the Final Adjustments Report, Buyer shall review the Final Adjustments Report and notify Seller whether or not Buyer accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten Business Days of such acceptance, make the following payments: (i) if the Purchase Price calculated based on the Final Adjustments Report is greater than the Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash by wire or interbank transfer in immediately available funds, or (ii) if the Purchase Price calculated based on the Final Adjustments Report is less than the Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash by wire or interbank transfer in immediately available funds. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing from the date such payment was due at the Prime Rate plus 5%. (d4) If Buyer in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer shall give notice thereof to Seller within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller shall have a period of 30 days from Seller's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten Business Days after the expiration of such 30-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyer. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses 18 payable to the Accountants shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price Merger Consideration will be determined as follows: (a) At least ten Business Days three business days prior to the Closing Date, Seller Ameris will deliver to Buyer CCS a report (the "Preliminary Adjustments Report"), prepared by Ameris in good faith and on a reasonable basis, setting forth in reasonable detail Seller's estimate (i) a pro forma determination as of the Closing Date Adjustment Time of the prorations set forth in Current Assets and Current Liabilities, (ii) an estimate of the Excess Hospital Transfer Tax, and (ii) the corresponding adjustments to the Merger Consideration pursuant to Section 3.2 and the adjustments set forth in Section 3.32.5. The compliance of the Preliminary Adjustments Report with the provisions of the first sentence of this Section 2.6(a) shall be certified by an authorized appropriate officer of the general partner Ameris as of the General Partner to have been prepared in good faith and date it is delivered. Based 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 ClosingPreliminary Adjustments Report, the disputed amount shall Merger Consideration will be deposited with adjusted on the Escrow Agent, to be administered and distributed Closing Date in accordance with the terms provisions of this Agreement and the Escrow Agreement, pending final resolution of the adjustments pursuant to Section 3.4(b)2.5. (b) Within 60 days after the Closing Date, Seller CCS will deliver to Buyer Ameris a report (the "Final Adjustments Report"), prepared by CCS 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 3.32.5. 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 calculable as of the Closing Date Adjustment Time in the Preliminary Adjustments Report and Report, or (ii) were adjusted in the Preliminary Adjustments Report and which that require subsequent adjustment. The compliance of the Final Adjustments Report with the provisions of this Section 2.6(b) shall be certified by an authorized the chief financial officer of the general partner of the General Partner to be true, complete and correct CCS 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 Ameris shall review the Final Adjustments Report and notify Seller CCS in writing whether or not Buyer Ameris accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer Ameris accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten Business Days five business days of such acceptance, make the following paymentsadjustments shall be made: (i) if the Purchase Price Merger Consideration calculated based on the Final Adjustments Report is greater than the Purchase Price Merger Consideration calculated based on the Preliminary Adjustments Report, Buyer CCS shall be required promptly to pay into the Escrow Fund, an amount of cash equal to the amount of such difference to Seller in cash by wire or interbank transfer in immediately available funds, excess; or (ii) if the Purchase Price Merger Consideration calculated based on the Final Adjustments Report is less than the Purchase Price Merger Consideration calculated based on the Preliminary Adjustments Report, Seller CCS shall pay be entitled promptly to be paid the amount of such difference to Buyer in cash by wire or interbank transfer in immediately available funds. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing deficiency from the date such payment was due at the Prime Rate plus 5%Escrow Fund. (d) If Buyer Ameris in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer Ameris shall give notice thereof to Seller CCS in writing within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer CCS and Seller Ameris shall have a period of 30 days from SellerCCS's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller CCS within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten Business Days after the expiration of such 30-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyer. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.be

Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows: (a) At least ten five Business Days prior to the Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments ReportPRELIMINARY ADJUSTMENTS REPORT"), prepared in good faith and on a reasonable basis, setting forth in reasonable detail Seller's estimate a pro forma determination as of the Closing Date of the prorations set forth in Section 3.2 and the adjustments set forth in Section 3.33.3 (other than Section 3.3(c)). 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 ReportFINAL 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 3.33.3 (including Section 3.3(c)). 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 review the Final Adjustments Report and notify Seller whether or not Buyer accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten Business Days of such acceptance, make the following payments: (i) if the Purchase Price calculated based on the Final Adjustments Report is greater than the Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash by wire or interbank transfer in immediately available funds, or (ii) if the Purchase Price calculated based on the Final Adjustments Report is less than the Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash by wire or interbank transfer in immediately available funds. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing from the date such payment was due at the Prime Rate plus 5%. (d) If Buyer in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer shall give notice thereof to Seller within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller shall have a period of 30 days from Seller's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten Business Days after the expiration of such 30-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyer. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows: (a) At least ten five 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 a pro forma determination as of the Closing Date of the prorations set forth in Section 3.2 and the adjustments set forth in Section 3.33.3 (other than Section 3.3(c)). 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 3.33.3 (including Section 3.3(c)). 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 review the Final Adjustments Report and notify Seller whether or not Buyer accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten five Business Days of such acceptance, make the following payments: (i) if the Purchase Price calculated based on the Final Adjustments Report is greater than the Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash by wire or interbank transfer in immediately available funds, or (ii) if the Purchase Price calculated based on the Final Adjustments Report is less than the Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash by wire or interbank transfer in immediately available funds, and such amounts to be paid by Seller shall not be subject to the limitations of Article XII or reduce the Seller's Escrow; provided that Buyer may, at its option, seek payment of such amounts from Seller's Escrow. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing from the date such payment was due at the Prime Rate plus 5%. (d) If Buyer in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer shall give notice thereof to Seller within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller shall have a period of 30 days from Seller's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten Business Days after the expiration of such 30-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyer. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.Sec tion 3.4

Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows: (a1) At least ten five 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 a pro forma determination as of the Closing Date of the prorations set forth in Section 3.2 and the adjustments set forth in Section Sec tion 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). (b2) 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 Sec tion 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. (c3) Within 30 days after receipt of the Final Adjustments Report, Buyer shall review the Final Adjustments Report and notify Seller whether or not Buyer accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten five Business Days of such acceptance, make the following payments: (i) if the Purchase Price calculated based on the Final Adjustments Report is greater than the Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash by wire or interbank transfer in immediately available funds, or (ii) if the Purchase Price calculated based on the Final Adjustments Report is less than the Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash by wire or interbank transfer in immediately available funds. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing from the date such payment was due at the Prime Rate plus 5%. (d4) If Buyer in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer shall give notice thereof to Seller within 30 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller shall have a period of 30 days from Seller's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller within 30 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten Business Days after the expiration of such 30-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller and Buyer. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Buyer. Within ten Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Preliminary and Final Settlements. Preliminary and final adjustments to the Purchase Price will be determined as follows: (a) At least ten five 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 a pro forma determination as of the Closing Date of the prorations set forth in Section 3.2 and the adjustments set forth in Section Sec tion 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 Sec tion 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 45 days after receipt of the Final Adjustments Report, Buyer shall review the Final Adjustments Report and notify Seller whether or not Buyer accepts all or any of the prorations and adjustments set forth on the Final Adjustments Report. If Buyer accepts the Final Adjustments Report with respect to all prorations and adjustments contained therein, Buyer or Seller, as appropriate, shall, within ten Business Days of such acceptance, make the following payments: (i) if the Purchase Price calculated based on the Final Adjustments Report is greater than the Purchase Price calculated based on the Preliminary Adjustments Report, Buyer shall pay such difference to Seller in cash by wire or interbank transfer in immediately available funds, or (ii) if the Purchase Price calculated based on the Final Adjustments Report is less than the Purchase Price calculated based on the Preliminary Adjustments Report, Seller shall pay such difference to Buyer in cash by wire or interbank transfer in immediately available funds. In the event any payment required by this Section 3.4(c) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(c) with interest accruing from the date such payment was due at the Prime Rate plus 52.5%. (d) If Buyer in good faith objects to any prorations and/or adjustments set forth on the Final Adjustments Report, Buyer shall give notice thereof to Seller within 30 45 days after receipt of the Final Adjustments Report, specifying in reasonable detail the nature and extent of such disagreement and Buyer and Seller shall have a period of 30 45 days from Seller's receipt of such notice in which to resolve such disagreement. If such notice of objection is not received by Seller within 30 45 days after receipt of the Final Adjustments Report, it shall be deemed that Buyer has accepted the Final Adjustments Report with respect to all items set forth therein and within ten three Business Days after the expiration of such 3045-day period Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c). Any disputed amounts which cannot be agreed to by the parties within 30 45 days from Seller's receipt of Buyer's notice of objection to any of the adjustments set forth in the Final Adjustments Report shall be determined by a nationally recognized accounting firm selected by Buyer and Seller which who has not been employed by Buyer or Seller for two years prior to the date hereof (the "Accountants") in accordance with the engagement letter set forth on Exhibit C attached hereto with such changes as may be requested by the Accountants and approved by Seller Buyer and BuyerSeller. The engagement of and the determination by the Accountants shall be binding on and shall be nonappealable by Seller and Buyer. In the event that (a) the Purchase Price calculated based on the determination of by the Accountants is less than the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Seller or (b) the Purchase Price calculated based on the determination of the Accountants is greater than or equal to the Purchase Price calculated based on the Final Adjustments Report, the fees and expenses payable to the Accountants shall be paid by Buyer. Seller and Buyer will bear equally the fees and expenses payable to the Accountants in connection with such determination, unless (a) the determination of the Accountants results in a payment by Seller to Buyer of an amount which exceeds 10 percent of the cash amount paid by Buyer to Seller on the Closing Date, in which case the fees and expenses payable to the Accountants shall be paid by Seller or (b) the determination of the Accountants results in no payment from Seller to Buyer or results in an additional payment from Buyer to Seller, in which case the fees and expenses payable to the Accountants shall be paid by Buyer. Within ten five Business Days after the determination by the Accountants of all disputed prorations and/or adjustments, Buyer or Seller, as appropriate, shall make the payments described in Section 3.4(c) as if the determinations of the Accountants were included in the Final Adjustments Report. In the event any payment required by this Section 3.4(d) is not made when due, Seller or Buyer, as appropriate, shall make the payment required by this Section 3.4(d) with interest accruing from the date such payment was due at the Prime Rate plus 52.5%.