Common use of Revised Closing Statement Clause in Contracts

Revised Closing Statement. On or before the date that is ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a revised Closing Statement setting forth its assessment of the final Interim Expense Amount, the final Interim Revenue Amount, the final Cash Amount as of the Closing Date, the final Aggregate Closing Defect Amount, the portion of the Payoff Amount directly funded by Buyer and the amount of any Transaction Expenses actually funded by Buyer and the final Closing Date Working Capital, in each case as of or on the Closing Date, as applicable. For the avoidance of doubt, the Aggregate Closing Defect Amount shall be final as of the Closing, and no Title Defect shall be affected by the review and adjustment process contemplated by this Section 2.7 and shall be governed exclusively by Section 2.9. Buyer shall provide to Seller such data and information as Seller may reasonably request supporting the amounts reflected on the revised Closing Statement (and reasonable access to Buyer’s personnel, including internal accountants) to permit Seller to perform or cause to be performed an audit of the revised Closing Statement, at Seller’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 Seller unless Seller gives Notice of its disagreement (“Notice of Disagreement”) to Buyer prior to such date, it being understood that the Notice of Disagreement shall not include any Title Defects or Environmental Defects or any other matters contemplated by Section 2.9. 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 Buyer by the date specified in this Section 2.7(a), then the Closing Statement (as revised in accordance with Section 2.7(b) 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 and (ii) the date upon which the Arbitrator’s Closing Statement (as hereinafter defined) is issued by the Closing Statement Arbitrator (as hereinafter defined).

Revised Closing Statement. On or before the date that is ninety seventy (9075) days after the Closing Date, Buyer Seller shall prepare and deliver to Seller Buyer a revised Closing Statement setting forth its assessment the final Adjustment Amount as of the final Interim Expense Amount, Closing Date accompanied by an unaudited balance sheet of the final Interim Revenue Amount, the final Cash Amount Company as of the Closing Date, the final Aggregate Closing Defect Amount, the portion of the Payoff Amount directly funded by Buyer prepared in accordance with GAAP and the amount of any Transaction Expenses actually funded by Buyer and Company’s past practices, consistently applied (the final “Closing Date Working Capital, in each case as of or on the Closing Date, as applicableBalance Sheet”). For the avoidance of doubt, the Aggregate Closing Defect Amount shall be final as of the Closing, and no Title Defect shall be affected by the review and adjustment process contemplated by this Section 2.7 and shall be governed exclusively by Section 2.9. Buyer Seller shall provide to Seller Buyer such data and information as Seller Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement and the Closing Balance Sheet (and reasonable access to BuyerSeller’s personnel, including internal accountants) to permit Seller Buyer to perform or cause to be performed an audit of the revised Closing StatementStatement and the Closing Balance Sheet, at SellerBuyer’s expense. The revised Closing Statement and the Closing Balance Sheet shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is thirty forty-five (3045) days following receipt thereof by Seller Buyer unless Seller Buyer gives Notice of its disagreement (“Notice of Disagreement”) to Buyer Seller prior to such date, it being understood that the Notice of Disagreement shall not include any Title Defects or Environmental Defects or any other matters contemplated by Section 2.9. 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 Buyer Seller by the date specified in this Section 2.7(a)the immediately preceding sentence, then the Closing Statement and the Closing Balance Sheet (as revised in accordance with Section 2.7(bparagraph (b) 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 and (ii2) the date upon which the Arbitrator’s Closing Statement and Arbitrator’s Closing Balance Sheet (as each hereinafter defined) is are issued by the Closing Statement Arbitrator (as hereinafter defined).

Revised Closing Statement. On or before the date that is ninety seventy (9075) days after the Closing Date, Buyer Seller shall prepare and deliver to Seller Buyer a revised Closing Statement setting forth its assessment the final Adjustment Amount as of the final Interim Expense Amount, Closing Date accompanied by an unaudited balance sheet of the final Interim Revenue Amount, the final Cash Amount Company as of the Closing Date, the final Aggregate Closing Defect Amount, the portion of the Payoff Amount directly funded by Buyer prepared in accordance with GAAP and the amount of any Transaction Expenses actually funded by Buyer and Company’s past practices, consistently applied (the final “Closing Date Working Capital, in each case as of or on the Closing Date, as applicableBalance Sheet”). For the avoidance of doubt, the Aggregate Closing Defect Amount shall be final as of the Closing, and no Title Defect shall be affected by the review and adjustment process contemplated by this Section 2.7 and shall be governed exclusively by Section 2.9. Buyer Seller shall provide to Seller Buyer such data and information as Seller Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement and the Closing Balance Sheet (and reasonable access to BuyerSeller’s personnel, including internal accountants) to permit Seller Buyer to perform or cause to be performed an audit of the revised Closing StatementStatement and the Closing Balance Sheet, at SellerBuyer’s expense. The revised Closing Statement and the Closing Balance Sheet shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is thirty forty-five (3045) days following receipt thereof by Seller Buyer unless Seller Xxxxx gives Notice of its disagreement (“Notice of Disagreement”) to Buyer Seller prior to such date, it being understood that the Notice of Disagreement shall not include any Title Defects or Environmental Defects or any other matters contemplated by Section 2.9. 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 Buyer Seller by the date specified in this Section 2.7(a)the immediately preceding sentence, then the Closing Statement and the Closing Balance Sheet (as revised in accordance with Section 2.7(bparagraph (b) 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 and (ii2) the date upon which the Arbitrator’s Closing Statement and Arbitrator’s Closing Balance Sheet (as each hereinafter defined) is are issued by the Closing Statement Arbitrator (as hereinafter defined).

Revised Closing Statement. On or before No earlier than the date that is ninety (90) days after the Closing Dateand no later than one-hundred twenty (120) days after the Closing, Buyer Seller shall prepare and deliver to Seller Buyer a revised Closing Statement setting forth its assessment of the final Interim Expense AmountAdjusted Purchase Price (the “Revised Closing Statement”), the final Interim Revenue Amount, the final Cash Amount as of the Closing Date, the final Aggregate Closing Defect Amount, the portion of the Payoff Amount directly funded by Buyer and the amount of any Transaction Expenses actually funded by Buyer and the final Closing Date Working Capital, in each case as of or on the Closing Date, as applicable. For the avoidance of doubt, the Aggregate Closing Defect Amount which shall be final as of the Closing, and no Title Defect shall be affected accompanied by the supporting documentation reasonably necessary for Buyer to review and adjustment process contemplated by this Section 2.7 and shall be governed exclusively by Section 2.9verify any adjustments set forth thereunder. Buyer Seller shall provide to Seller Buyer such additional data and information as Seller Buyer may reasonably request supporting and deem sufficient to verify the amounts reflected on the revised Revised Closing Statement (and reasonable access to BuyerSeller’s personnel, including internal accountants) and to permit Seller Buyer to perform or cause to be performed an audit of the revised Revised Closing Statement, any such audit to be at SellerBuyer’s expense. The revised 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 Seller Buyer, unless Seller Buyer gives Notice of its disagreement (“Notice of Disagreement”) to Buyer Seller prior to such date, it being understood that the Notice of Disagreement shall not include any Title Defects or Environmental Defects or any other matters contemplated by Section 2.9. Any which Notice of Disagreement shall specify in reasonable detail the dollar Dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Buyer Seller by the date specified in this Section 2.7(a)the immediately preceding sentence, then the Closing Statement (as revised in accordance with Section 2.7(b) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, 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 and (ii) the date upon which the ArbitratorReferee’s Closing Statement (as hereinafter defined) is issued by the Closing Statement Arbitrator (as hereinafter defined)Accounting Referee.