Common use of Statement of Adjustments Clause in Contracts

Statement of Adjustments. Seller shall (a) prepare a statement ("Statement of Adjustments") showing a clear and detailed calculation of the Actual TNW and the TNW Adjustment to the Purchase Price described in this Section 3.3; and (b) deliver the Statement of Adjustments to Buyer at the same time as the Closing Balance Sheet and related documents are delivered to Buyer under Section 3.2. Buyer shall notify Seller, in reasonable detail, of any objections to the Statement of Adjustments (which may include, without limitation, objections to the Closing Balance Sheet) within sixty (60) days after Buyer receives the Statement of Adjustments and all of the documents required to be delivered to Buyer under Section 3.2. If Buyer does not notify Seller of any such objections by the end of that sixty-day period, then the Statement of Adjustments, as prepared by the Seller, shall be considered final on the last day of that sixty-day period. If Buyer does notify Seller of any such objections by the end of that sixty-day period, and Buyer and Seller are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Statement of Adjustments shall be reviewed, as soon as possible, at Buyer's expense, by Buyer's Accountants. Seller shall and Buyer shall instruct their representatives and employees to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction as soon as possible. If Seller and Buyer's Accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items shall be submitted to another certified public accounting firm selected by the mutual agreement of Seller and Buyer ("Arbiter"), for resolution, with the costs thereof paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer, and the Arbiter shall be instructed to deliver a final Statement of Adjustments to Seller and Buyer as soon as possible.

Statement of Adjustments. Seller shall (a) prepare a statement ("Statement of Adjustments") showing a clear and detailed calculation of the Actual TNW and the TNW Negative Adjustment or Positive Adjustment to the Purchase Price described in this Section 3.3; and (b) deliver the Statement of Adjustments to Buyer NCO at the same time as the Closing Balance Sheet and related documents are delivered to Buyer NCO under Section 3.2. Buyer NCO shall notify Seller, in reasonable detail, of any objections to the Statement of Adjustments (which may include, without limitation, include objections to the Closing Balance Sheet) within sixty thirty (6030) days after Buyer NCO receives the Statement of Adjustments and all of the documents required to be delivered to Buyer NCO under Section 3.2. If Buyer NCO does not notify Seller of any such objections by the end of that sixtythirty-day period, then the Statement of Adjustments, as prepared by the Seller, shall be considered final on the last day of that sixtythirty-day period. If Buyer NCO does notify Seller of any such objections by the end of that sixtythirty-day period, and Buyer NCO and Seller are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Statement of Adjustments shall be reviewed, as soon as possible, at Buyer's expense, by Buyer's Accountants. Seller shall and Buyer shall instruct their representatives and employees to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction as soon as possible. If Seller and Buyer's Accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items shall be submitted to another certified public accounting firm selected by Xxxxxx Xxxxxxxx & Co., Philadelphia, Pennsylvania (the mutual agreement of Seller and Buyer ("Arbiter"), for resolution, with the costs thereof paid fifty percent (50%) by Seller and fifty percent (50%) by BuyerNCO, and the Arbiter shall be instructed to deliver a final Statement of Adjustments to Seller and Buyer NCO as soon as possible.

Statement of Adjustments. Seller The Sellers shall instruct Sellers' Accountants to (a) prepare a statement ("Statement of Adjustments") showing a clear and detailed calculation of the Actual TNW and the TNW Adjustment to the Purchase Price described in this Section 3.33.4; and (b) deliver the Statement of Adjustments to Buyer Buying Companies at the same time as the Closing Balance Sheet Financial Statements and related documents are delivered to Buyer Buying Companies under Section 3.23.2.3. Buyer Buying Companies shall notify Sellerthe Sellers, in reasonable detail, of any objections to the Statement of Adjustments (which may include, without limitation, include objections to the Closing Financial Statements and objections due to Obligations of Sellers which were not reflected on the Closing Balance SheetSheet or the Statement of Adjustments) within sixty (60) days after Buyer receives Buying Companies receive the Statement of Adjustments and all of the documents required to be delivered to Buyer Buying Companies under Section 3.23.2.3. If Buyer does Buying Companies do not notify Seller the Sellers of any such objections by the end of that sixty-day period, then the Statement of Adjustments, as prepared by the SellerSellers' Accountants, shall be considered final on the last day of that sixty-day period. If Buyer does Buying Companies do notify Seller the Sellers of any such objections by the end of that sixty-day period, and Buyer Buying Companies and Seller the Sellers are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Statement of Adjustments shall be reviewed, as soon as possible, at Buyer's Buying Companies' expense, by Buyer's the Buying Companies' Accountants. Seller shall The Sellers and Buyer Buying Companies shall instruct their representatives and employees respective Accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Statement of Adjustments to the Sellers and Buying Companies as soon as possible. If Seller Sellers' Accountants and Buyer's the Buying Companies' Accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items shall be submitted to another of the "Big Six" certified public accounting firm firms selected by the mutual agreement of Seller by Sellers' Accountants and Buyer Buying Companies' Accountants ("Arbiter"), for resolution, with the costs thereof paid fifty percent (50%) by Seller the Selling Parties and fifty percent (50%) by BuyerBuying Companies, and the Arbiter shall be instructed to deliver a final Statement of Adjustments to Seller the Selling Parties and Buyer Buying Companies as soon as possible.

Statement of Adjustments. Seller shall (a) prepare a ------------------------ statement ("Statement of Adjustments") showing a clear and detailed calculation of the Actual TNW and the TNW Negative Adjustment or Positive Adjustment to the Purchase Price described in this Section 3.333; and (b) deliver the Statement of Adjustments to Buyer NCO at the same time as the Closing Balance Sheet and related documents are delivered to Buyer NCO under Section 3.232. Buyer NCO shall notify Seller, in reasonable detail, of any objections to the Statement of Adjustments (which may include, without limitation, include objections to the Closing Balance Sheet) within sixty thirty (6030) days after Buyer NCO receives the Statement of Adjustments and all of the documents required to be delivered to Buyer NCO under Section 3.232. If Buyer NCO does not notify Seller of any such objections by the end of that sixtythirty-day period, then the Statement of Adjustments, as prepared by the Seller, shall be considered final on the last day of that sixtythirty-day period. If Buyer NCO does notify Seller of any such objections by the end of that sixtythirty-day period, and Buyer NCO and Seller are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Statement of Adjustments shall be reviewed, as soon as possible, at Buyer's expense, by Buyer's Accountants. Seller shall and Buyer shall instruct their representatives and employees to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction as soon as possible. If Seller and Buyer's Accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items shall be submitted to another certified public accounting firm selected by Xxxxxx Xxxxxxxx & Co., Philadelphia, Pennsylvania (the mutual agreement of Seller and Buyer ("Arbiter"), for resolution, with the costs thereof paid fifty percent (50%) by Seller and fifty percent (50%) by BuyerNCO, and the Arbiter shall be instructed to deliver a final Statement of Adjustments to Seller and Buyer NCO as soon as possible.