Common use of Final Settlement Statement Clause in Contracts

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) days after Closing, Seller will cause to be prepared and delivered to Buyer, in accordance with customary industry accounting practices, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price in final form in accordance with Section 2.3 and showing the calculation of such adjustments and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement but in no event later than on or before thirty (30) days after receipt of such statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Date. If the Final Purchase Price is less than the Closing Amount, Seller shall pay the amount of such difference to Buyer by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Date.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) 120 days after Closing, Seller Seller, with assistance from Buyer, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement the Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) 30 days after Buyer’s receipt of such statementSeller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 make a good faith attempt to agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) 45 days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable No later than 120 Days after the Closing, but in no event later than one hundred twenty (120) days after Closing, Closing Date Seller will cause deliver to be prepared and delivered to Buyer, in accordance with customary industry accounting practices, a Buyer the final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price in final form in accordance with Section 2.3 and showing the calculation actual amounts of such adjustments Adjustments and the resulting final purchase price (the “Final Adjusted Purchase Price”), together with associated back-up documentation. As soon as practicable after receipt of the Final Settlement Statement reasonably practicable, but in no event later than on or before thirty (30) days 30 Days after receipt of such statementBuyer receives the Final Settlement Statement, Buyer shall may deliver to Seller a written report containing any changes that Buyer proposes to make be made to such statement. If Buyer fails to timely deliver the written report to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, the statement as delivered by Seller will be deemed to be correct and will be final and binding on the Parties and not subject to further audit or arbitration. As soon as reasonably practicable, but in no event later than 15 Days after Seller receives Buyer’s written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Settlement Statement. Buyer’s failure If the Parties fail to deliver agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to Seller the Accounting Referee for resolution. The Parties shall direct the Accounting Referee to resolve the disputes within 20 Days after having the relevant materials submitted for review. The decision of the Accounting Referee will be binding on and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee will be borne equally by the Parties. Any amounts owed by one Party to the other as a written report detailing proposed changes result of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of payment at the Prime Rate, will be paid within 5 Business Days after the date when the amounts are agreed upon by the Parties or the Parties receive a decision of the Accounting Referee, and the Adjustments included in the Final Settlement Statement by that date shall will be deemed an acceptance by Buyer of final and binding between the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect and not subject to the changes proposed by Buyer, if any, no later than sixty (60) days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached further audit or upon which the Final Purchase Price is established is the “Final Settlement Datearbitration.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Date. If the Final Purchase Price is less than the Closing Amount, Seller shall pay the amount of such difference to Buyer by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Date.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) 90 days after Closing, Seller Seller, with assistance from Buyer's staff, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement the Final Settlement Statement (the “"Final Settlement Statement”") setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “"Final Purchase Price”"). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) 30 days after receipt of such statementSeller's proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s 's failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) 45 days after Buyer’s receipt of Seller’s 's proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “"Final Settlement Date.” " If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) 120 days after Closing, Seller will cause to be prepared and delivered to Seller, with assistance as reasonably requested from Buyer, in accordance with customary industry accounting practices, a final settlement statement will prepare and deliver to Buyer the Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”), including reasonable supporting documentation. As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) 60 days after Buyer’s receipt of such statementSeller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. During such period, Seller shall provide Buyer will such information and documentation relating to the Final Settlement Statement as reasonably requested by Buyer. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 make a good faith attempt to agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) 45 days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable No later than 180 Days after the Closing, but in no event later than one hundred twenty (120) days after ClosingClosing Date, Seller will cause deliver to be prepared and delivered to Buyer, in accordance with customary industry accounting practices, Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price in final form in accordance with Section 2.3 and showing the calculation actual amounts of such adjustments Adjustments and the resulting final purchase price (the “Final Adjusted Purchase Price”), together with associated back-up documentation. As soon as practicable after receipt of the Final Settlement Statement reasonably practicable, but in no event later than on or before thirty (30) days 20 Days after receipt of such statementBuyer receives the Final Settlement Statement, Buyer shall may deliver to Seller a written report containing any changes that Buyer proposes to make be made to such statement. If Buyer fails to timely deliver the written report to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, the statement as delivered by Seller will be deemed to be correct and will be final and binding on the Parties and not subject to further audit or arbitration. As soon as reasonably practicable, but in no event later than 15 Days after Seller receives Buyer’s written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Settlement Statement. Buyer’s failure If the Parties fail to deliver to Seller a written report detailing proposed changes agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to the Final Settlement Statement Accounting Referee for resolution. The Parties shall direct the Accounting Referee to resolve the disputes within 20 Days after having the relevant materials submitted for review. The decision of the Accounting Referee will be binding on and non-appealable by that date shall the Parties. The fees and expenses associated with the Accounting Referee will be deemed an acceptance borne equally by Buyer the Parties. Any amounts owed by one Party to the other as a result of the Final Settlement Statement as submitted by Seller. The Parties shall agree Statement, together with respect to the changes proposed by Buyer, if any, no later than sixty interest on such amount from (60and including) days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is the “Final Settlement Date.” If the Final Purchase Price is more than the Closing AmountDate to (and excluding) the date of payment at the Prime Rate, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than will be paid within five (5) Business Days after the Final Settlement Date. If date when the Final Purchase Price is less than amounts are agreed upon by the Closing AmountParties or the Parties receive a decision of the Accounting Referee, Seller shall pay and the amount of such difference to Buyer by wire transfer Adjustments included in immediately available funds no later than five (5) Business Days after the Final Settlement DateStatement will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. As soon as practicable after the Closingexpiration of the Cure Period, but in no event later than one hundred twenty ten (12010) days after Closingthe expiration of said period, Seller Seller, with assistance from Buyer’s staff, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing Date and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty ten (3010) days after receipt of such statementSeller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date within such ten (10) day period shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, no later than sixty ten (6010) days after receipt by Seller of Buyer’s receipt of Seller’s written report detailing its proposed changes to the proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than within five (5) Business Days after business days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) days after ClosingJanuary 1, Seller 2009, Seller, with assistance from Buyer’s staff, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement the Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) days after receipt of such statementFebruary 1, 2009, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) days after Buyer’s receipt of Seller’s proposed Final Settlement StatementFebruary 28, 2009. The February 28, 2009,—the date upon which such agreement is reached or upon which the Final Purchase Price is established is established—shall be called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) days after ClosingJanuary 1, Seller 2009, Seller, with assistance from Buyer’s staff, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement the Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) days after receipt of such statementFebruary 1, 2009, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) days after Buyer’s receipt of Seller’s proposed Final Settlement StatementFebruary 28, 2009. The February 28, 2009, - the date upon which such agreement is reached or upon which the Final Purchase Price is established is - shall be called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) 90 days after Closing, Seller Seller, with assistance from Buyer, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practicesthe principles set forth in Section 2.4, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to each amount included in the Purchase Price in final form in accordance with Section 2.3 and Preliminary Settlement Statement, showing the calculation of such adjustments adjustment or payment and the resulting final purchase price closing amount (the “Final Purchase PriceClosing Amount”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) 30 days after Buyer’s receipt of such statementthe proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree in good faith, try to resolve any differences with respect to the changes proposed by Buyer, if any, no later than sixty (60) 45 days after Buyer’s receipt of Seller’s the proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price Closing Amount is established is following submission to binding arbitration shall be herein called the “Final Settlement Date.” If the Final Purchase Price Closing Amount is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price Closing Amount is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than within five (5) Business Days after days of the Final Settlement Date.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) days after Closing, Seller or thirty (30) days after resolution of all Disputed Defect Amounts, whichever is later, Seller, with the assistance of Buyer’s staff and with access to such records as reasonably necessary, will cause to be prepared in good faith and delivered to Buyer, in accordance with customary industry accounting practices, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price in final form in accordance with Section 2.3 and showing the calculation of such adjustments and the resulting final purchase price Purchase Price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement but in no event later than on or before thirty (30) days after receipt of such statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Subject to Section 14.1(b), the Parties shall agree with respect to the changes proposed by Buyer, if any, no later than sixty thirty (6030) days after BuyerSeller’s receipt of SellerBuyer’s proposed changes to the Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established pursuant to Section 14.1(b) in the case of a dispute (as applicable) is the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Date. If the Final Purchase Price is less than the Closing Amount, Seller shall pay the amount of such difference to Buyer by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Date.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) 120 days after Closing, Seller Seller, with assistance from Buyer, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, the Final Settlement Statement in form and substance a final settlement statement set forth in Exhibit M (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) 30 days after Buyer’s receipt of such statementSeller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 make a good faith attempt to agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) 45 days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but in no event later than one hundred twenty (120) 120 days after Closing, Seller Seller, with assistance from Buyer, will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement the Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments adjustment and the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement Statement, but in no event later than on or before thirty (30) 45 days after Buyer’s receipt of such statementSeller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 make a good faith attempt to agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) 60 days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer in of immediately available funds no later than five (5) Business Days after within 5 days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable Not more than ninety (90) days after the Closing, but in no event later than one hundred twenty (120) days after Closing, Seller will cause to be prepared shall prepare and delivered deliver to Buyer, in accordance with customary industry accounting practicesthis Agreement, a final settlement statement (the “Final Settlement Statement”) Statement setting forth each adjustment to or payment which was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments and the resulting final purchase price (the “Final Purchase Price”)adjustments. As soon as practicable after receipt of the Final Settlement Statement but in no event later than on or before thirty (30) days after receipt of such statementStatement, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes to make be made to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, amounts due pursuant to such post-Closing adjustments no later than sixty one hundred twenty (60120) days after Buyer’s receipt of Seller’s proposed Final Settlement Statementthe Closing. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be called the “Final Settlement Date.” If ”. In the event that (1) the Final Purchase Price is more than the Closing Amountamount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference by wire transfer in immediately available funds no later than five difference, or (52) Business Days after the Final Settlement Date. If 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 of such difference to difference. Payment by Buyer by wire transfer in immediately available funds no later than or Seller shall be made within five (5) Business Days after business days of the Final Settlement Date. Notwithstanding anything to the contrary in Section 11(a), (b) or (c), in no event shall Seller be responsible for paying any Losses for which Buyer is obligated to indemnify Seller under Section 11(e) and in no event shall any reduction be made to the Purchase Price for any Losses for which Buyer is obligated to indemnify Seller under Section 11(e).

Final Settlement Statement. As soon as practicable Not more than ninety (90) days after the Closing, but in no event later than one hundred twenty (120) days after Closing, Seller will cause to be prepared shall prepare and delivered deliver to Buyer, in accordance with customary industry accounting practicesthis Agreement, a final settlement statement (the “Final Settlement Statement”) Statement setting forth each adjustment to or payment which was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 Closing and showing the calculation of such adjustments and the resulting final purchase price (the “Final Purchase Price”)adjustments. As soon as practicable after receipt of the Final Settlement Statement but in no event later than on or before thirty (30) days after receipt of such statementStatement, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes to make be made to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, amounts due pursuant to such post-Closing adjustments no later than sixty one hundred twenty (60120) days after Buyer’s receipt of Seller’s proposed Final Settlement Statementthe Closing. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be called the “Final Settlement Date.” If ”. In the event that (1) the Final Purchase Price is more than the Closing Amountamount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference by wire transfer in immediately available funds no later than five difference, or (52) Business Days after the Final Settlement Date. If 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 of such difference to difference. Payment by Buyer by wire transfer in immediately available funds no later than or Seller shall be made within five (5) Business Days after business days of the Final Settlement Date. Notwithstanding anything to the contrary in Section 10(a), (b) or (c), in no event shall Seller be responsible for paying any Losses for which Buyer is obligated to indemnify Seller under Section 10(e) and in no event shall any reduction be made to the Purchase Price for any Losses for which Buyer is obligated to indemnify Seller under Section 10(e).

Final Settlement Statement. As soon as practicable after the Closing, but in no event No later than one hundred twenty (120) 120 days after Closing, Seller will cause to be prepared prepare and delivered deliver to Buyer, in accordance with customary industry accounting practices, a the final settlement statement (the “Final Settlement Statement”) setting forth (i) each adjustment to or payment that was not finally determined as of the Purchase Price in final form in accordance with Section 2.3 and Closing, (ii) showing the calculation of such adjustments and adjustment and, (iii) the resulting final purchase price (the “Final Purchase Price”). As soon as practicable after receipt of the Final Settlement Statement but in no event No later than on or before thirty (30) 30 days after receipt of such statementSeller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Unless otherwise agreed at the time, Buyer’s failure to deliver to Seller a written report detailing proposed changes to the 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 agree with respect to the changes proposed by Buyer, if any, no later than sixty (60) 45 days after Buyer’s receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established is shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Datedifference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference to Buyer difference. Any payment by a Party shall be made by wire transfer in of immediately available funds no later than within five (5) Business Days after business days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.