Common use of Closing Settlement Statement Clause in Contracts

Closing Settlement Statement. The Parties shall negotiate in good faith and undertake to agree with respect to the amounts due pursuant to such Post-Closing Settlement Statement no later than fifteen (15) days after EPC’s submission of its written report hereunder to Sellers (the date upon which such agreement is reached or the date of the Accounting Expert’s decision concerning any dispute shall be herein called the “Post-Closing Settlement Date”). EPC shall, within seven (7) days of the Post-Closing Settlement Date, pay to Sellers, or Sellers shall pay to EPC, as applicable, in immediately available funds the final settlement adjustment amount set forth therein. If EPC and Sellers are unable to agree with respect to the amounts due pursuant to the Post-Closing Settlement Statement within such fifteen (15) day period, then either Party may elect to have the remaining matters in dispute submitted to an independent accounting firm to which the Parties mutually agree, for review and final determination (the “Accounting Expert”). The Accounting Expert’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the EPC Purchase Price, the Accounting Expert shall not increase the EPC Purchase Price more than the increase proposed by Sellers nor decrease the EPC Purchase Price more than the decrease proposed by EPC, as applicable. The Accounting Expert shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Sellers or EPC and may not award damages or penalties to any Party with respect to any matter. Sellers and EPC shall each bear its own legal fees and other costs of presenting its case. The costs and expenses of the Accounting Expert shall be borne one-half by EPC and one-half by Sellers. Notwithstanding anything to the contrary set forth herein, there shall be no further EPC Purchase Price adjustments pursuant to Section 2.3 for any item not included in the Post-Closing Settlement Statement delivered by Sellers (or EPC’s written report, if any, delivered with respect thereto) in accordance with the provisions of this Section 8.2.

Closing Settlement Statement. The Parties shall negotiate If a Party approves the applicable Post-Closing Settlement Statement, or fails to notify the Company of its disapproval in good faith the manner and undertake to agree within the time specified above, then the Post-Closing Settlement Statement, with respect to such Party, shall be as delivered to such Party. If a Party disapproves the Post-Closing Settlement Statement, then such Party and the Company shall use their reasonable efforts to agree upon the amounts due pursuant to such be set forth in the Post-Closing Settlement Statement, and the Post-Closing Settlement Statement no later than fifteen (15) days after EPC’s submission of its written report hereunder to Sellers (the date upon which such agreement is reached or the date of the Accounting Expert’s decision concerning any dispute shall be herein called amended accordingly with respect to such Party. If the “Post-Closing Settlement Date”). EPC shall, within seven (7) days of Company and such Party cannot agree upon the amounts to be set forth in the Post-Closing Settlement DateStatement, pay to Sellersthen the accounting firm of Deloitte & Touche LLP, or Sellers shall pay its successor, is designated to EPC, act as applicable, in immediately available funds the final settlement adjustment amount set forth therein. If EPC sole arbitrator and Sellers are unable to agree decide all points of disagreement with respect to the amounts due pursuant to the Post-Closing Settlement Statement within Statement, such fifteen (15) day perioddecision to be binding on the Parties. If such firm is unwilling or unable to serve in such capacity, then either such Party may elect and the Company shall use their reasonable efforts to have the remaining matters in dispute submitted to an independent designate and retain another mutually acceptable nationally recognized accounting firm to which the Parties mutually agree, not retained for review and final determination (the “Accounting Expert”). The Accounting Expert’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the EPC Purchase Price, the Accounting Expert shall not increase the EPC Purchase Price more than the increase proposed by Sellers nor decrease the EPC Purchase Price more than the decrease proposed by EPC, as applicable. The Accounting Expert shall act as an expert for the limited purpose of determining the specific disputed matters submitted general audit purposes by either Sellers or EPC and may not award damages or penalties to any Party with respect to any matter. Sellers and EPC shall each bear its own legal fees and other costs of presenting its casethem as the sole arbitrator under this Section 2.8(d). The costs and expenses of the Accounting Expert arbitrator, whether the firm designated above, or otherwise designated, shall be borne one-half shared equally by EPC the applicable Party and one-half by Sellers. Notwithstanding anything to the contrary set forth hereinCompany and in the event that two or more Parties object, there then such Parties’ aggregate share of the costs and expenses of the arbitrator shall be no further EPC Purchase Price adjustments pursuant to Section 2.3 for any item not included in fifty percent. Within five Business Days after the Post-Closing Settlement Statement delivered has been agreed upon or disagreements resolved, the Company or the applicable Party, as the case may be, shall make a payment by Sellers (wire transfer of immediately available funds to the other Party in an amount equal to the difference between the amount paid pursuant to Section 2.4(a)(i) or EPC’s written report2.5(a)(i), if anyas applicable, delivered and the proration amount set forth on the Post-Closing Settlement Statement, together with respect thereto) an interest rate per annum for the period from and including the Closing Date through and including the date of payment at the “prime” rate of interest as published from time to time by The Wall Street Journal in accordance with the provisions its “Money Rates” section of this Section 8.2its Western Edition newspaper in effect from time to time during such period.

Closing Settlement Statement. The Parties shall negotiate If a Seller approves the applicable Post-Closing Settlement Statement, or fails to notify Buyer of its disapproval in good faith the manner and undertake to agree with respect to within the amounts due pursuant to such time specified above, then the Post-Closing Settlement Statement no later than fifteen (15) days after EPC’s submission of its written report hereunder to Sellers (the date upon which such agreement is reached or the date of the Accounting Expert’s decision concerning any dispute shall be herein called the “Post-Closing Settlement Date”)as delivered to such Seller. EPC shall, within seven (7) days of If a Seller disapproves the Post-Closing Settlement DateStatement, pay then the applicable Seller and Buyer shall use their Reasonable Best Efforts to Sellersagree upon the amounts to be set forth in the Post-Closing Settlement Statement, and the Post-Closing Settlement Statement shall be amended accordingly. If a Seller and Buyer cannot agree upon the amounts to be set forth in the Post-Closing Settlement Statement, then (except to the extent that such amounts in disagreement relate to operating expense passthroughs under the Assigned Leases or percentage rent payable under the Assigned Leases) the accounting firm of PricewaterhouseCoopers, or Sellers shall pay its successor, is designated to EPC, act as applicable, in immediately available funds the final settlement adjustment amount set forth therein. If EPC sole arbitrator and Sellers are unable to agree decide all points of disagreement with respect to the amounts due pursuant to the Post-Closing Settlement Statement within Statement, such fifteen (15) day perioddecision to be binding on the parties. If such firm is unwilling or unable to serve in such capacity, then either Party may elect the applicable Seller and Buyer shall use Reasonable Best Efforts to have the remaining matters in dispute submitted to an independent designate and retain another mutually acceptable nationally-recognized accounting firm to which the Parties mutually agree, not retained for review and final determination (the “Accounting Expert”). The Accounting Expert’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the EPC Purchase Price, the Accounting Expert shall not increase the EPC Purchase Price more than the increase proposed by Sellers nor decrease the EPC Purchase Price more than the decrease proposed by EPC, as applicable. The Accounting Expert shall act as an expert for the limited purpose of determining the specific disputed matters submitted general audit purposes by either Sellers or EPC and may not award damages or penalties to any Party with respect to any matter. Sellers and EPC shall each bear its own legal fees and other costs of presenting its casethem as the sole arbitrator under this Section 2.8. The costs and expenses of the Accounting Expert arbitrator, whether the firm designated above, or otherwise designated, shall be borne one-half shared equally by EPC the applicable Seller and one-half by Buyer and in the event that all Sellers object, then Sellers. Notwithstanding anything to ' aggregate share of the contrary set forth herein, there costs and expenses of the arbitrator shall be no further EPC Purchase Price adjustments pursuant to Section 2.3 for any item not included in fifty percent. Within 5 business days after the Post-Closing Settlement Statement delivered has been agreed upon or disagreements resolved, Buyer or the applicable Seller, as the case may be, shall promptly make a payment by Sellers (wire transfer of immediately available funds to the other party in an amount equal to the difference between the Closing Payment set forth on the Preliminary Settlement Statement and the proration amount set forth on the Post-Closing Settlement Statement, together with an interest rate per annum for the period from and including the Closing Date through and including the date of payment at the "prime" rate of interest as published from time to time by The Wall Street Journal in its "Money Rates" section of its Western Edition newspaper in effect from time to time during such period. To the extent that amounts in disagreement relate to operating expense passthroughs under the Assigned Leases or EPC’s written reportpercentage rent payable under the Assigned Leases and are not resolved prior to referral to arbitration, then the prorations therefor shall remain as set forth on the Preliminary Settlement Statement, with such modifications thereto, if any, delivered with respect thereto) to which the parties have agreed, and any remaining disagreements regarding such amounts shall be resolved at the time and in accordance with the provisions manner provided for resolution of this Section 8.2disagreements about the Final Settlement Statement.