Common use of Subsequent to Closing Clause in Contracts

Subsequent to Closing. Buyer will conduct a review and audit of the Company's books and records to determine the existence of any unpaid taxes, liabilities, indebtedness operating costs and/or payables, whether known or unknown and whether absolute, accrued, contingent or otherwise and prorated through the Closing Date where necessary, which arose or accrued prior to the Closing Date including without limitation those arising under the Applicable Contracts. In addition to Buyer's rights set forth in Section 10, Buyer will have the right to offset from the Purchase Price and the Promissory Note (the "Purchase Price Credit") (i) any amounts, pursuant to Section 2.4, for any outstanding taxes, liabilities, indebtedness, operating costs and/or payables arising or accruing prior to or as of the Closing Date including, without limitation, those arising under Applicable Contracts, and (ii) an amount determined in accordance with Section 5.1 for repair costs. Buyer shall provide Seller with prior notice of any proposed offset to the Purchase Price Credit. Any dispute relating to any offset, which cannot be resolved by the parties within thirty (30) days of such notice, shall be resolved by arbitration in accordance with the terms and conditions of Section 11. Notwithstanding anything to the contrary contained herein, the Purchase Price Credit shall in no manner limit Seller's liability to Buyer, nor Buyer's remedies, under this Agreement.