Common use of Preliminary Settlement Statement Clause in Contracts

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, Seller shall prepare and submit to Buyer for review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Purchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of Seller’s accounts for the wire transfers of funds as set forth in Section 9.3(d). To the extent available, actual numbers shall be used in preparing the Preliminary Settlement Statement; however, if actual numbers are not available Seller shall use reasonable and good faith estimates, which estimates shall be adjusted to take into account actual numbers in connection with the Final Settlement Statement. Within three (3) Business Days of receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the parties, will be used to adjust the Purchase Price at Closing. The parties shall attempt to agree on a final Preliminary Settlement Statement no later than one (1) Day prior to Closing. If the parties are unable to agree by that date, Seller’s estimate shall be used to determine the Adjusted Purchase Price.

Preliminary Settlement Statement. Not less No later than five four (54) Business Days prior to the ClosingClosing Date, Seller shall prepare and submit to Buyer for review a draft preliminary settlement statement (the “Preliminary Settlement Statement”) that shall set setting forth Seller’s good faith estimate of the Adjustments and the Adjusted Purchase PricePrice through and including the Closing Date, reflecting each adjustment made in accordance consistent with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amountpast accounting practices, together with the designation of Seller’s accounts for the wire transfers of funds as set forth in Section 9.3(d)associated backup documentation. To the extent available, actual numbers shall be used in preparing the Preliminary Settlement Statement; however. However, if actual numbers are not available available, Seller shall use commercially reasonable and good faith estimates, which estimates shall be then adjusted to take into account actual numbers in connection with the Final Settlement Statement. Within three Buyer shall have two (32) Business Days of receipt of to review the Preliminary Settlement Statement, Buyer will deliver to Seller Statement and submit a written report containing all any changes with the explanation therefor that Buyer proposes to be made to the Preliminary Settlement Statement; provided that Buyer’s failure to propose any changes shall not prejudice Buyer’s right to assert any changes with regard to the Final Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the parties, will be used to adjust the Purchase Price at Closing. The parties Parties shall attempt to agree on a final Preliminary Settlement Statement no later than one (1) Business Day prior to Closing. If the parties Parties are unable to agree by that date, Seller’s estimate shall be used to determine the Adjusted Adjustments to the Base Purchase PricePrice pursuant to Section 2.4 to be used at Closing.