Stub Period Dividend Clause Samples

Stub Period Dividend. At least five business days before the anticipated Closing Date, Seller will provide Purchaser with Seller's calculation of the net income of PGE for the period commencing on the date after the date of the most recent historical financial statements filed by PGE with the SEC and ending on the Closing Date (as estimated by Seller with respect to the operations through the Closing Date and any other portion of such period for which historical financial information is unavailable) (the "Stub Period"). In addition to any amount of dividends that may otherwise be paid to Seller in accordance with the terms of Section 5.2(a) for periods on or prior to the date of the most recent historical financial statements filed by PGE with the SEC, Seller may, subject to the limitations set forth in Section 5.2(a)(i)(D))(y) above, cause PGE to pay a dividend to it prior to Closing in an amount equal to the amount of net income reflected in such calculation. If Purchaser disagrees with Seller's calculation of net income for the Stub Period, its sole remedy in respect thereof shall be to refer the matter to PGE's auditors who shall, upon Purchaser's request, provided that such request is made to Seller within 15 business days after the Closing Date, calculate PGE's net income for the Stub Period. The auditor's sole inquiry under such circumstances will be with respect to the net income of PGE for the Stub Period. The calculation of PGE's net income for the Stub Period by its auditors shall be made within 45 days of such request and shall be final and binding on the Parties. If such auditors determine that PGE's net income for the Stub Period is more than 1 % less than the amount calculated by Seller, Seller will pay the amount of such difference to Purchaser (provided that the amount of such difference was included in a dividend paid by PGE to Seller prior to Closing). If such auditors determine that PGE's net income is more than 1% greater than the amount calculated by Seller, Purchaser will, subject to the limitations set forth in Section 5.2(a)(i)(D) above, pay the amount of the difference to Seller. Payments required pursuant to this Section 5.2(b) will be made within two business days of the delivery of the auditors report. Purchaser will be responsible for all out of pocket costs and expenses relating to the accounting review process unless Seller is determined to have overstated net income for the Stub Period by an amount equal to or greater than 5% of the net income r...