Examples of Estimated Adjustments in a sentence
Within fifteen (15) days following the delivery of the Estimated Closing Statement by the Seller Representatives to the Buyer (ten (10) days in the case of a Subsequent Closing), the Buyer may object in good faith to any or all of the Estimated Adjustments in writing.
If the Buyer objects to any or all of the Estimated Adjustments, the Parties shall attempt to resolve such dispute by negotiation.
The Closing Statement shall contain and shall have attached thereto such supporting documentation and other data as is reasonably necessary to provide a basis for the Estimated Adjustments to Base Price shown therein.
Seller shall cooperate with Buyer and provide Buyer and its representatives access to all information used to calculate the Estimated Adjustments.
The Estimated Adjustments, to the extent not in dispute, shall be aggregated at the Initial Closing Date and each Subsequent Closing Date and the Party or Parties which owe(s) the other(s) an adjustment to the Facility Purchase Price, the Fuel Purchase Price and/or the Unit 2 Purchase Price shall make a cash payment of such adjustment in immediately available funds by wire transfer to an account designated by the Buyer or Seller Representatives after consultation with the other Sellers, as the case may be.
The Estimated Adjustments to Base Price shall be based upon actual information available to Petro Source Corporation at the time of preparation of the Closing Statement and upon its good faith estimates and assumptions.
Foreland and its representatives shall be provided access to all of PSC's books, records, computer runs and other documents containing information on which the Estimated Adjustments to Base Price are based for the purpose of conducting a review as Foreland may deem appropriate.
In the event that all of the Closing Shares are not sold by Petro Source Corporation under the Registration Statement on or before December 31, 1998, Foreland shall pay interest to Petro Source Corporation in cash equal to 5.0% per annum multiplied by the difference between (i) the Estimated Adjustments to Base Price less (ii) the net proceeds realized by Petro Source Corporation from the sale of such Closing Shares.
The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, is referred to herein as the "Closing Payment." The Closing Payment shall be paid by Buyer to Seller at the Closing.
The disputed Estimated Adjustments shall be resolved in accordance with the provisions of Section 3.3(c) and paid as part of any Post-Closing Adjustment to the extent required by Section 3.3(c).