Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar days thereafter. If no such agreement can be reached, either Party may refer the matter to arbitration. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States in immediately available funds the amount of such difference, or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable On or before the business day next following the one hundred twentieth (and in no event more than 90 calendar days120th) day after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) agreement and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment to the Purchase Price that was not finally determined as of the Closing and showing the calculation of such adjustments, which adjustments shall be in accordance with the principles of this Agreement. Within fifteen calendar thirty (30) days after of receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall negotiate in good faith and undertake to agree with respect to the amounts due pursuant to such post-Closing closing adjustment no later than 60 calendar thirty (30) days thereafter. If no such agreement can be reached, either Party may refer the matter after Buyer’s submission of its written report hereunder to arbitrationSeller. The date upon which such agreement Agreement is reached or upon which the Final Adjusted Purchase Price is established, shall be herein called the “Final Settlement Date”. .” In the event that (1i) the Final Adjusted Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds the amount of such difference, or (2ii) the Final Adjusted Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Datedifference to Buyer.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller PDFAI shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar (15) days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller PDFAI a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar sixty (60) days thereafter. If no such agreement can be reached, either Party may refer after the matter to arbitrationClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1i) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds funds, the amount of such difference, or (2ii) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar days thereafter. If no such agreement can be reached, either Party D▇▇▇ Operating Company or Buyer may refer the matter to arbitration. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States D▇▇▇ Operating Company in immediately available funds the amount of such difference, or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable practicable, but no later than ninety (and in no event more than 90 calendar days90) days after the Closing, Seller shall prepare and deliver to Buyerprepare, in accordance with this Agreement (including Exhibit “D”) and with generally accepted accounting principles, and submit to Buyer a statement (herein called the “hereinafter referred to as "Final Settlement Statement”) "), setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Seller shall afford Buyer access to Seller's records pertaining to the computation of the Final Settlement Statement. Within fifteen calendar thirty (30) days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer buyer proposes be made to the Final Settlement Statement. The parties shall then undertake to agree with respect to the amounts due pursuant to such post-Closing post- closing adjustment by a date no later than 60 calendar one hundred fifty (150) days thereafter. If no such agreement can after Closing, which date shall hereafter be reached, either Party may refer referred to as the matter to arbitration. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “"Final Settlement Date”. In ." If the event that (1) parties hereto reach agreement as to the Final Purchase Price is more than Settlement Statement, the Closing Amount, Buyer shall pay to Five States in immediately available funds the amount of such difference, or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller Seller, as the case may be, shall be made make the agreed upon payment to the other party within five calendar fifteen (15) days of the Final Settlement Date. In the event the parties are unable to reach an agreement with respect to the Final Settlement Statement by the Final Settlement Date, then payment shall be made by the Buyer or Seller, as the case may be, to the other party within fifteen (15) days of the Final Settlement Date as to all items on which the parties have reached agreement. The parties shall continue to negotiate in good faith on the remaining disputed items until a resolution is achieved.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller but in any event on or before 90 days after Closing, Buyer shall prepare and deliver to Buyerin good faith prepare, in accordance with this Agreement and (including Exhibit “D”where applicable) and in accordance with generally accepted accounting principlesprinciples consistently applied, a final settlement statement (herein called the “"Final Settlement Statement”") setting forth each Sale Price adjustment or payment that which was not finally determined as of the Closing Date, and showing the calculation of the final settlement amount based on such adjustmentsFinal Statement (the "final settlement amount"). Within fifteen calendar days Buyer shall submit the Final Statement to Seller and shall afford Seller access to Buyer's records pertaining to the computations contained in the Final Statement. As soon as practicable after receipt of the Final Settlement Statementstatement, Buyer Seller shall deliver to Seller Buyer a written report containing any changes that Buyer which Seller proposes be made to the Final Settlement Statement. The parties shall undertake use their commercially reasonable efforts to agree with respect to the amounts due pursuant to such post-Closing closing adjustment no not later than 60 calendar thirty (30) days thereafter. If no such agreement can be reached, either Party may refer the matter to arbitrationafter Seller's receipt of Buyer's Final Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final "Settlement Date”. In the event that ." Within two (12) the Final Purchase Price is more than the Closing Amount, days after such Settlement Date Buyer shall pay to Five States in immediately available funds the amount of such difference, Seller or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the net amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Datedue.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller ▇▇▇▇▇▇▇ shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar (15) days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller ▇▇▇▇▇▇▇ a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar sixty (60) days thereafter. If no such agreement can be reached, either Party may refer after the matter to arbitrationClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1i) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds funds, the amount of such difference, or (2ii) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after Closing, but in any event within ninety (and in no event more than 90 calendar days90) after the Closingdays thereafter, Seller shall prepare and deliver to Buyerprepare, in accordance with this Agreement and (including Exhibit “D”where applicable) and in accordance with generally accepted accounting principlesprinciples consistently applied, a final settlement statement (herein called the “"Final Settlement Statement”") setting forth each adjustment or payment that which was not finally determined as of the Closing Date, and showing the calculation of the final settlement price based on such adjustmentsFinal Statement (the "final settlement price"). Within fifteen calendar days Seller shall submit the Final Statement to Buyer and shall afford Buyer access to Seller's records pertaining to the computations contained in the Final Statement. As soon as practicable after receipt of the Final Settlement Statementstatement, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no not later than 60 calendar sixty (60) days thereafter. If no such agreement can be reached, either Party may refer the matter to arbitrationafter Buyer's receipt of Seller's Final Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final "Settlement Date”. ." In the event that (1i) the Final Purchase Price final settlement price is more than the Closing Amountamount previously paid to Seller, Buyer shall pay to Five States Seller in immediately available funds the amount of such difference, ; or (2ii) the Final Purchase Price final settlement price is less than the Closing Amountamount previously paid to Seller, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (and in no event Not more than 90 calendar days) days after the Closing, Seller Buyer shall prepare and deliver to BuyerSeller, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principlesAgreement, a statement (herein called the “Final Settlement Statement”) Statement setting forth each adjustment or payment that which was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar days As soon as practicable after receipt of the Final Settlement Statement, Buyer Seller shall deliver to Seller Buyer a written report containing any changes that Buyer which Seller proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment adjustments no later than 60 calendar 120 days thereafter. If no such agreement can be reached, either Party may refer after the matter to arbitrationClosing. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “"Final Settlement Date”. ." In the event that (1a) the Final Purchase Price is more than the Closing Amountamount paid to Seller at Closing, Buyer shall pay to Five States Seller in immediately available funds the amount of such difference, or (2b) the Final Purchase Price is less than the Closing Amountamount paid to Seller at Closing, Seller shall pay to Buyer in immediately available funds the amount amounts of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller Redco shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar (15) days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller Redco a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar sixty (60) days thereafter. If no such agreement can be reached, either Party may refer after the matter to arbitrationClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1i) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds funds, the amount of such difference, or (2ii) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, but on or before 90 days after Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, Buyer a final settlement statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustmentsadjustment and the resulting final purchase price (the “Final Purchase Price”). Within fifteen calendar As soon as practicable after receipt of Seller’s proposed Final Settlement Statement, but on or before 15 days after receipt of the Seller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing changes to the proposed Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The parties shall undertake endeavor to agree with respect to the amounts due pursuant to such post-Closing adjustment changes proposed by Buyer, if any, no later than 60 calendar 15 days thereafter. If no such agreement can be reached, either Party may refer after receipt by Seller of Buyer’s comments to the matter to arbitrationproposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established, established for the transaction shall be herein called the “Final Settlement Date”. In the event that (1) .” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States in immediately available funds Seller the amount of such difference, or (2) . If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment Any payment by Buyer or Seller shall be made by wire transfer of immediately available funds. Any such payment shall be within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar days thereafter. If no such agreement can be reached, either Party Seller or Buyer may refer the matter to arbitration. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. .” In the event that (1) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds the amount of such difference, or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable Within ninety (and in no event more than 90 calendar days90) days after the Closing, Buyer and/or Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”Statement ) setting forth each adjustment or payment to the Purchase Price that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar days As soon as practicable after receipt of the Final Settlement Statement, Buyer each party shall deliver to Seller the other a written report containing any changes that Buyer or Seller proposes be made to the Final Settlement Statement. The parties shall negotiate in good faith and undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar ten days thereafter. If no such agreement can be reached, either Party may refer the matter after Buyer's submission of its written report hereunder to arbitrationSeller. The date upon which such agreement is reached or upon which the Final Adjusted Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1) the Final Adjusted Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds the amount of such difference, or (2) the Final Adjusted Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Datedifference to Buyer.

Post-Closing Adjustments. As soon as practicable after Closing, but in any event within one hundred twenty (and in no event more than 90 calendar days120) after the Closingdays thereafter, Seller shall prepare and deliver to Buyerprepare, in accordance with this Agreement and (including Exhibit “D”where applicable) and in accordance with generally accepted accounting principlesprinciples consistently applied, a final settlement statement (herein called the “"Final Settlement Statement”") setting forth each adjustment or payment that which was not finally determined as of the Closing Date, and showing the calculation of the final settlement price based on such adjustmentsFinal Statement (the "final settlement price"). Within fifteen calendar days Seller shall submit the Final Statement to Buyer and shall afford Buyer access to Seller's records pertaining to the computations contained in the Final Statement. As soon as practicable after receipt of the Final Settlement Statementstatement, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no not later than 60 calendar sixty (60) days thereafter. If no such agreement can be reached, either Party may refer the matter to arbitrationafter Buyer's receipt of Seller's Final Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final "Settlement Date”". In the event that (1i) the Final Purchase Price final settlement price is more than the Closing Amountamount previously paid to Seller, Buyer shall pay to Five States Seller in immediately available funds the amount of such difference, ; or (2ii) the Final Purchase Price final settlement price is less than the Closing Amountamount previously paid to Seller, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller Compostella shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar (15) days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller Compostella a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar sixty (60) days thereafter. If no such agreement can be reached, either Party may refer after the matter to arbitrationClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1i) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States Seller in immediately available funds funds, the amount of such difference, or (2ii) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after Closing, but ------------------------- in any event within ninety (and in no event more than 90 calendar days90) after the Closingdays thereafter, Seller shall prepare and deliver to Buyerprepare, in accordance with this Agreement and (including Exhibit “D”where applicable) and in accordance with generally accepted accounting principlesprinciples consistently applied, a final settlement statement (herein called the “"Final Settlement Statement”") setting forth each adjustment or payment that which was not finally determined as of the Closing Date, and showing the calculation of the final settlement amount based on such adjustmentsFinal Statement (the "final settlement amount"). Within fifteen calendar days Seller shall submit the Final Statement to Buyer and shall afford Buyer access to Seller's records pertaining to the computations contained in the Final Statement. As soon as practicable after receipt of the Final Settlement Statementstatement, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such postPost-Closing adjustment no not later than 60 calendar thirty (30) days thereafter. If no such agreement can be reached, either Party may refer the matter to arbitrationafter Buyer's receipt of Seller's Final Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final "Settlement Date”". In the event that Within two (12) the Final Purchase Price is more than the Closing Amountdays after such Settlement Date, Buyer shall pay to Five States in immediately available funds the amount of such difference, Seller or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the net amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Datedue.