Common use of Reconciliation and Post-Closing Adjustments Clause in Contracts

Reconciliation and Post-Closing Adjustments. Except as otherwise provided herein, any item to be allocated or prorated that cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties’ reasonable estimate of such amount, and shall be the subject of a final proration within ninety (90) days after Closing, or as soon thereafter as a precise amount can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such actual amount has been ascertained. Once all such items have been ascertained, Purchaser shall prepare a final proration statement which shall be subject to Seller’s approval. Upon Seller’s acceptance and approval of any such final proration statement, such statement shall be conclusively deemed to be accurate and final and Seller and Purchaser shall each make any further adjustments required by such final proration statement.