Common use of Final Adjustment Clause in Contracts

Final Adjustment. Seller and Buyer shall endeavor in good faith to agree upon the actual Adjustment Amounts within 90 days after the Closing (the "Final Adjustment"). Seller or Buyer, as appropriate, shall pay to the other party within 10 business days after the Final Adjustment, the amount by which the parties agree that the actual Adjustment Amounts differ from the Adjustment Amounts as estimated in the Initial Adjustment Certificate. Any amounts in dispute at the end of such 90 day period will be determined within 120 days after the Closing Date by Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o., whose determination will be conclusive. Buyer and Seller will each be responsible for one-half of the fees and expenses payable to such firm in connection with such determination. Any appropriate payment required after determination of all disputed amounts will be made by the responsible party within 10 business days after the final determination.