Common use of Manner of Determining Prorations and Credits Clause in Contracts

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of Sellers, shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth ValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.4 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyers knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyers statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyers statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyers determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a2.5(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of Sellers, shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth ValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.42.5 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyers Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyers Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyers Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyers Buyer's determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall will be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of all Sellers, shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth ValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall will deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.4 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyers Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyers Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyers Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyers Buyer's determination of the Working Capital Credits shall be conclusive and binding on all Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall will be determined finally in accordance with the following procedures: (1i) ValueVision, on behalf of Sellers, Travel shall prepare and deliver to Buyer PCC not later than five (5) days two Business Days before the Closing Date a preliminary settlement statement which shall set forth ValueVisionTravel's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the Working Capital Creditscredits to each party, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by BuyerPCC, and (B) shall be certified by ValueVision Travel to be true and complete to ValueVisionTravel's knowledge as of the date thereof, and (C) shall be based upon expenses as of the date of the most recent unaudited monthly financial statements of Travel furnished to PCC pursuant to Section 5.11. (2ii) Not later than sixty (60) days after the Closing Date, Buyer shall PCC will deliver to ValueVision Travel a statement setting forth BuyerPCC's determination of the Working Capital Credits prorations pursuant to Section 2.4 (a) Buyer2.4(a). PCC's statement (A) shall contain all information reasonably necessary to determine the Working Capital Creditscredits to each party, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, Travel and (B) shall be certified by Buyer PCC to be true and complete to Buyers PCC's knowledge as of the date thereof. During the thirty-day period following its delivery to Travel of its statement, PCC shall grant Travel and its accountants, counsel, and other representatives full and complete access to all books and records relating to the Channel that Travel deems necessary to determine the credits to each party, taking into account all prorations under Section 2.4(a). If ValueVision Travel disputes the amount of the Working Capital Credits prorations determined by BuyerPCC, it shall deliver to Buyer PCC within thirty (30) days after its receipt of Buyers PCC's statement a statement setting forth its determination of the amount of the Working Capital Creditsprorations. If ValueVision Travel notifies Buyer PCC of its acceptance of Buyers PCC's statement, or if ValueVision Travel fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyers PCC's determination of the Working Capital Credits prorations shall be conclusive and binding on Sellers and ValueVision Travel as of the last day of the thirty-day period. (3iii) If ValueVision Travel disputes the amount of the Working Capital Credits prorations determined by BuyerPCC, Buyer PCC and ValueVision Travel shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits prorations as expeditiously as practicable. If the parties are unable to resolve the dispute within fifteen days following the delivery of Travel's statement pursuant to Section 2.4(c)(ii), PCC and Travel shall jointly designate an independent certified public accountant to resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between PCC and Travel.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of Sellers, shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth ValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.4 (a) ). Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyers Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyers Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyers Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyers Buyer's determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.

Manner of Determining Prorations and Credits. The prorations and Working Capital Credits required by Section 2.4(a2.5(a) shall be determined finally in accordance with the following procedures: (1) ValueVision, on behalf of Sellers, shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth ValueVision's good faith estimate of the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), to the extent such prorations can be determined - 10 - 17 or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by ValueVision to be true and complete to ValueVision's knowledge as of the date thereof. (2) Not later than sixty (60) days after the Closing Date, Buyer shall deliver to ValueVision a statement setting forth Buyer's determination of the Working Capital Credits pursuant to Section 2.42.5 (a) Buyer's statement (A) shall contain all information reasonably necessary to determine the Working Capital Credits, taking into account all prorations under Section 2.4(a2.5(a), and such other information as may be reasonably requested by ValueVision, and (B) shall be certified by Buyer to be true and complete to Buyers Buyer's knowledge as of the date thereof. If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, it shall deliver to Buyer within thirty (30) days after its receipt of Buyers Buyer's statement a statement setting forth its determination of the amount of the Working Capital Credits. If ValueVision notifies Buyer of its acceptance of Buyers Buyer's statement, or if ValueVision fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyers Buyer's determination of the Working Capital Credits shall be conclusive and binding on Sellers and ValueVision as of the last day of the thirty-day period. (3) If ValueVision disputes the amount of the Working Capital Credits determined by Buyer, Buyer and ValueVision shall use good faith efforts to resolve any dispute involving the determination of the Working Capital Credits as expeditiously as practicable.