Common use of Revised Closing Statement Clause in Contracts

Revised Closing Statement. On or before the date that is sixty (60) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Closing Statement. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement. The revised Closing Statement shall become final and binding upon the Parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Buyer unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Final Closing Statement is issued by the Closing Statement Arbitrator.

Revised Closing Statement. On or before the date that is sixty ninety (6090) days after the Closing Date, Seller Sellers shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation Adjustment Amount as of the revised Closing StatementDate. Seller Sellers shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement (and reasonable access to Sellers’ personnel, including internal accountants) to permit Buyer to perform or cause to be performed an audit of the Closing Statement, at Buyer’s expense. The revised Closing Statement shall become final and binding upon the Parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Buyer (the “Response Date”) unless Buyer gives written notice Notice of its disagreement ("“Notice of Disagreement"”) to Seller prior to Sellers on or before such dateResponse Date. Any Notice of Disagreement shall specify in reasonable detail the dollar Dollar amount, nature, nature and basis of any disagreement so asserted. If a Notice of Disagreement is not received by Seller in Sellers on or before the Response Date, then the Response Date shall be deemed the “Settlement Date.” If a timely mannerNotice of Disagreement is received by Sellers by the Response Date, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) on the date upon which the Final Arbitrated Closing Statement (defined below) is issued delivered to the Parties, unless the Parties come to a mutual agreement in writing before the delivery of the Arbitrated Closing Statement, in which case the Settlement Date will be deemed to be the date on which such a mutual agreement is executed by the Closing Statement ArbitratorParties.

Revised Closing Statement. On or before the date that is sixty ninety (6090) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation Adjustment Amount as of the revised Closing StatementDate. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement (and reasonable access to Seller’s personnel, including internal accountants) to permit Buyer to perform or cause to be performed an audit of the Closing Statement, at Buyer’s expense. The revised Closing Statement shall become final and binding upon the Parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Buyer (the “Response Date”) unless Buyer gives written notice Notice of its disagreement ("“Notice of Disagreement"”) to Seller prior to on or before such dateResponse Date. Any Notice of Disagreement shall specify in reasonable detail the dollar Dollar amount, nature, nature and basis of any disagreement so asserted. If a Notice of Disagreement is not received by Seller in on or before the Response Date, then the Response Date shall be deemed the “Settlement Date.” If a timely mannerNotice of Disagreement is received by Seller by the Response Date, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) on the date upon which the Final Arbitrated Closing Statement (defined below) is issued delivered to the Parties, unless the Parties come to a mutual agreement in writing before the delivery of the Arbitrated Closing Statement, in which case the Settlement Date will be deemed to be the date on which such a mutual agreement is executed by the Closing Statement ArbitratorParties.

Revised Closing Statement. On or before the date that is sixty (60) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustmentsAdjusted Purchase Price which statement shall, among other things, set forth in reasonable detail the components thereof. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the such revised Closing Statement. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement. The revised Closing Statement shall become final and binding upon the Parties on the date (the "Final Settlement Date") that is thirty sixty (3060) days following receipt thereof by Buyer unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Final Closing Statement is issued by the Closing Statement Arbitrator.

Revised Closing Statement. On or before the date that is sixty ninety (6090) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustmentsPurchase Price adjustments and Seller’s calculation of such amount. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Closing Statement. Seller shall provide to Buyer such data and information and access to Seller’s personnel as Buyer may reasonably request supporting the amounts reflected on the revised Closing StatementStatement to permit Buyer to perform or cause to be performed an audit at Buyer’s expense. The revised Closing Statement shall become final and binding upon the Parties on the date (the "“Final Settlement Date"”) that is thirty (30) days following receipt thereof by Buyer unless Buyer gives written notice of its disagreement with the revised Closing Statement ("“Notice of Disagreement"”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Final Arbitrator’s Closing Statement (as hereinafter defined) is issued by the Closing Statement ArbitratorArbitrator (as hereinafter defined).

Revised Closing Statement. On or before the date that is sixty ninety (6090) days after the Closing Execution Date, Seller shall prepare and deliver to Buyer a revised Closing Statement (the “Revised Closing Statement”) setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation revised computation of the revised Closing StatementAdjusted Purchase Price. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Revised Closing Statement (and reasonable access to Seller’s personnel, including internal accountants) to permit Buyer to perform or cause to be performed an audit of the Revised Closing Statement, at Buyer’s expense. The revised Closing Statement shall become final and binding upon the Parties on the date (the "Final Settlement Date") that is Buyer will have thirty (30) days following from the date of receipt thereof by Buyer unless Buyer gives written notice of its the Revised Closing Statement (such date the “Post-Closing Date”) to provide Seller with Notice of Buyer’s disagreement ("the “Disagreement Notice”) with the Revised Closing Statement, such Disagreement Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar Dollar amount, nature, nature and basis of any disagreement so assertedsuch disagreement, along with data and information which reasonably substantiates such disagreement. If Should Buyer not timely deliver a Notice of Disagreement is received by Notice, or should Buyer execute and deliver to Seller in a timely mannerBuyer countersigned Revised Closing Statement, then the Revised Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become be deemed the Final Closing Statement, and shall be final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Final Closing Statement is issued by the Closing Statement ArbitratorParties.

Revised Closing Statement. On or before the date that is sixty one hundred and twenty (60120) days after the Closing Date, Seller shall prepare in good faith and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation Closing Payment as of the revised Closing StatementDate. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement (and reasonable access to Seller’s personnel, including internal accountants) to permit Buyer to perform or cause to be performed an audit of the Closing Statement, at Buyer’s expense. The revised Closing Statement shall become final and binding as to the adjustments identified therein upon the Parties on the date (the "“Final Settlement Date"”) that is thirty forty-five (3045) days following receipt thereof by Buyer unless Buyer gives written notice gives, in good faith, Notice of its disagreement ("“Notice of Disagreement"”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller by the date specified in a timely mannerthe immediately preceding sentence, then the Closing Statement (as revised in accordance with paragraph (b) or (c) belowSection 3.5(b)) shall become final and binding on as to the adjustments identified therein upon the Parties on, and the Final Settlement Date shall be, the earlier of of: (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or Disagreement; or (ii) the date upon which the Final Arbitrator’s Closing Statement is issued by the Closing Statement Arbitrator.

Revised Closing Statement. On or before the date that is sixty ninety (6090) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation final Adjustment Amount as of the revised Closing StatementDate. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement (and reasonable access to Seller’s personnel, including internal accountants) to permit Buyer to perform or cause to be performed an audit of the revised Closing Statement, at Buyer’s expense. The revised Closing Statement shall become final and binding upon the Parties on the date (the "“Final Settlement Date"”) that is thirty sixty (3060) days following receipt thereof by Buyer unless Buyer gives written notice Notice of its disagreement ("“Notice of Disagreement"”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller by the date specified in a timely mannerthe immediately preceding sentence, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i1) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or and (ii2) the date upon which the Final Closing Statement is issued by the Closing Statement ArbitratorArbitrator (hereinafter defined).

Revised Closing Statement. On or before the date that is sixty (60) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price Cash Purchase Price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Closing Statement. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement. The revised Closing Statement shall become final and binding upon the Parties on the date (the "Final Settlement Date") that is thirty (30) days following receipt thereof by Buyer unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Final Closing Statement is issued by the Closing Statement Arbitrator.