Common use of Final Settlement Statement Clause in Contracts

Final Settlement Statement. No later than 120 Days after the Closing Date Seller will deliver to Buyer the final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicable, but in no event later than 30 Days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to 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 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 will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No later than 120 Days one hundred and twenty (120) days after the Closing Date Closing, Seller will shall deliver to Buyer the final settlement a statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments to the Purchase Price required by Paragraph 6 and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, but in no event later than 30 Days thirty (30) days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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 If Buyer delivers a written report to Seller containing any proposed changes, as soon as reasonably practicable, but in no event later than 15 Days fifteen (15) days after Seller receives Buyer’s written report, the Parties shall meet and undertake to agree on the final adjustments Adjustments to the Final Settlement Statement. If the Parties fail to agree on the final adjustments Adjustments within such the fifteen (15-Day ) day period, either Party may submit the disputed items to the Accounting Referee (as defined below) for resolution. The Parties shall direct request the Accounting Referee to resolve the disputes within 20 Days twenty (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 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 Rateprime rate, will be paid within 5 Business Days five (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 will be final and binding between the Parties and not subject to further audit or arbitration. “Accounting Referee” means a nationally recognized accounting firm mutually agreed upon by the Parties, together with any experts such firm may require in order to settle a particular dispute.

Final Settlement Statement. No later than 120 Days after the Closing Date Seller will deliver to Buyer the final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicablepracticable after the Closing, but in no event later than 30 Days 90 days after Buyer receives Closing, Seller, with assistance from Buyer's staff, will prepare and deliver to Buyer, in accordance with customary industry accounting practices, the Final Settlement Statement (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 adjustment 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 30 days after receipt of Seller's proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer's failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct agree with respect to the Accounting Referee to resolve the disputes within 20 Days changes proposed by Buyer, if any, no later than 45 days after having the relevant materials submitted for reviewreceipt of Seller's proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the "Final Settlement Date." If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within 5 days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days days after the Closing Date Seller Closing, Seller, with assistance from Buyer, will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicablepracticable after receipt of the Final Settlement Statement, but in no event later than 30 Days days after Buyer receives the Buyer’s receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct make a good faith attempt to agree with respect to the Accounting Referee to resolve the disputes within 20 Days changes proposed by Buyer, if any, no later than 45 days after having the relevant materials submitted for reviewreceipt of Seller’s proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within 5 days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days one hundred twenty (120) days after the Closing Date Closing, Seller will deliver cause to Buyer the 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 actual amounts Purchase Price in final form in accordance with Section 2.3 and showing the calculation of Adjustments such adjustments and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, practicable after receipt of the Final Settlement Statement but in no event later than 30 Days on or before thirty (30) days after Buyer receives the Final Settlement Statementreceipt of such statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. 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 agree with the Accounting Referee will be borne equally by the Parties. Any amounts owed by one Party respect to the other as a result changes proposed by Buyer, if any, no later than sixty (60) days after Buyer’s receipt of the Seller’s proposed Final Settlement Statement, together with interest on . The date upon which such amount from (and including) 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 Date Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (and excluding5) the date of payment at the Prime Rate, will be paid within 5 Business Days after the date when Final Settlement Date. If the amounts are agreed upon Final Purchase Price is less than the Closing Amount, Seller shall pay the amount of such difference to Buyer by the Parties or the Parties receive a decision of the Accounting Referee, and the Adjustments included wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationDate.

Final Settlement Statement. No later than (a) On or before 120 Days days after the Closing Date Seller will deliver to Buyer the Closing, a final settlement statement (the “Final Settlement Statement”) setting will be prepared by Seller, based on actual income and expenses during the Interim Period and which takes into account all final adjustments made to the Purchase Price and shows the resulting final Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual proration of the amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationrequired by this Agreement. As soon as reasonably practicable, but and in no any event later than 30 Days within 60 days, after Buyer receives receipt of the Final Settlement Statement, Buyer may deliver to Seller shall either agree in writing with the Final Settlement Statement or return a written report containing any proposed changes that to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Price shall be paid according thereto. For the avoidance of doubt, any payment owing under this Section 3.6 shall not be subject to the Indemnification Threshold or Indemnification Cap contained in Section 13.5. Any difference in the Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement and the Final Price shall be paid by the owing party without interest within ten days of (i) the Final Settlement Statement or (ii) if the Final Price is disputed, resolution of the Final Price, to the owed party. All amounts paid pursuant to this Section 3.6 shall be delivered in United States currency by wire transfer of immediately available funds to the account specified in writing by the relevant party. (b) If Seller fails to prepare the Final Settlement Statement within such 120-day period, it shall pay to Buyer proposes interest at the rate of 10% per annum from the 121st day after the Closing until preparation of such Final Settlement Statement on the net amount, if any, owing to be made to Buyer as shown on such statement. Final Settlement Statement. (c) If Buyer fails to timely deliver the written report to Seller containing changes Buyer proposes to be made to either agree with 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 Statement 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. If the Parties fail to agree on the final adjustments return a Dispute Notice within such 15-Day period, either Party may submit the disputed items to 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 60 days 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 result its receipt of the Final Settlement Statement, together with it shall pay to Seller 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 rate of 10% per annum from the 61st day after the date when the amounts are agreed upon by the Parties or the Parties receive a decision receipt of the Accounting Referee, and the Adjustments included in the Final Settlement Statement will be final and binding between on the Parties and not subject net amount, if any, owing to further audit or arbitrationSeller as shown on such Final Settlement Statement.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days days after the Closing Date Seller Closing, Seller, with assistance from Buyer, will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement Final Settlement Statement in form and substance a set forth in Exhibit M (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicablepracticable after receipt of the Final Settlement Statement, but in no event later than 30 Days days after Buyer receives the Buyer’s receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct make a good faith attempt to agree with respect to the Accounting Referee to resolve the disputes within 20 Days changes proposed by Buyer, if any, no later than 45 days after having the relevant materials submitted for reviewreceipt of Seller’s proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within 5 days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days days after the Closing Date Seller Closing, Seller, with assistance from Buyer, will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicablepracticable after receipt of the Final Settlement Statement, but in no event later than 30 Days 45 days after Buyer receives the Buyer’s receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct make a good faith attempt to agree with respect to the Accounting Referee to resolve the disputes within 20 Days changes proposed by Buyer, if any, no later than 60 days after having the relevant materials submitted for reviewreceipt of Seller’s proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within 5 days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No As soon as practicable after the Closing, but no later than 120 Days after the Closing Date Seller January 1, 2009, Seller, with assistance from Buyer’s staff, will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, but in no event later than 30 Days practicable after Buyer receives receipt of the Final Settlement Statement, but on or before February 1, 2009, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct agree with respect to the Accounting Referee changes proposed by Buyer, if any, no later than February 28, 2009. February 28, 2009, - the date upon which such agreement is reached or upon which the Final Purchase Price is established - shall be called the “Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to resolve Buyer the disputes amount of such difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer of immediately available funds within 20 Days after having the relevant materials submitted for review. The decision 5 days 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 PartiesSettlement Date. Any amounts owed adjustments requiring additional payment by one Party to the other as a 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 either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No later than 120 180 Days after the Closing Date Date, Seller will deliver to Buyer the a final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicable, but in no event later than 30 20 Days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to 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 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 five (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 will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days days after the Closing Date Seller Closing, Seller, with assistance as reasonably requested from Buyer, will prepare and deliver to Buyer the final settlement statement Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price”), together with associated back-up including reasonable supporting documentation. As soon as reasonably practicablepracticable after receipt of the Final Settlement Statement, but in no event later than 30 Days 60 days after Buyer receives the Buyer’s receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail to agree on the final adjustments within During such 15-Day period, either Party may submit the disputed items Seller shall provide Buyer will such information and documentation relating to the Accounting Referee for resolutionFinal 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 direct make a good faith attempt to agree with respect to the Accounting Referee to resolve the disputes within 20 Days changes proposed by Buyer, if any, no later than 45 days after having the relevant materials submitted for reviewreceipt of Seller’s proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within 5 days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No later than 120 Days thirty (30) calendar days after the Closing Date Closing, Seller will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) setting forth (i) each adjustment or payment that was not finally determined as of the actual amounts Closing, (ii) the calculation of Adjustments and such adjustment and, (iii) the resulting Adjusted final Initial Purchase Price (the “Final Initial Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, but in no event No later than 30 Days ten calendar days after Buyer receives the receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct agree with respect to the Accounting Referee to resolve changes proposed by Buyer, if any, no later than twenty calendar days after the disputes within 20 Days after having the relevant materials submitted for reviewBuyer’s receipt of Seller’s proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Initial Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Initial Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one a Party to the other as a result shall be made by wire transfer of immediately available funds within five calendar days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days 90 days after the Closing Date Seller Closing, Seller, with assistance from Buyer, will prepare and deliver to Buyer Buyer, in accordance with the 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 actual amounts Preliminary Settlement Statement, showing the calculation of Adjustments such adjustment or payment and the resulting Adjusted Purchase Price, together with associated back-up documentationfinal closing amount (the “Final Closing Amount”). As soon as reasonably practicablepracticable after receipt of the Final Settlement Statement, but in no event later than 30 Days days after Buyer receives Buyer’s receipt of the proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct the Accounting Referee in good faith, try to resolve any differences with respect to the disputes within 20 Days changes proposed by Buyer, if any, no later than 45 days after having Buyer’s receipt of the relevant materials submitted for reviewproposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Closing Amount is established following submission to binding arbitration shall be herein called the “Final Settlement Date.” If the Final Closing Amount is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Closing Amount is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within five days 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 will be final and binding between the Parties and not subject to further audit or arbitrationDate.

Final Settlement Statement. No later than 120 180 Days after the Closing Date Date, Seller will deliver to Buyer the a final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicable, but in no event later than 30 Days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to 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 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 five 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 will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No later Not more than 120 Days ninety (90) days after the Closing Date Closing, Seller will shall prepare and deliver to Buyer the final settlement statement (the “Buyer, in accordance with this Agreement, a Final Settlement Statement”) Statement setting forth each adjustment or payment which was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationsuch adjustments. As soon as reasonably practicable, but in no event later than 30 Days practicable after Buyer receives receipt of the Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that which Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to the Accounting Referee for resolution. The Parties shall direct agree with respect to the Accounting Referee amounts due pursuant to resolve such post-Closing adjustments no later than one hundred twenty (120) days after the disputes within 20 Days after having the relevant materials submitted for reviewClosing. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the “Final Settlement Date”. In the event that (1) the Final Purchase Price is more than the amount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference, or (2) the Accounting Referee will Final Purchase Price is less than the amount paid to Seller at Closing, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall 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 result made within five (5) business days of the Final Settlement StatementDate. Notwithstanding anything to the contrary in Section 11(a), together with interest on such amount from (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 including) in no event shall any reduction be made to the Closing Date Purchase Price for any Losses for which Buyer is obligated 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 will be final and binding between the Parties and not subject to further audit or arbitrationindemnify Seller under Section 11(e).

Final Settlement Statement. No later than 120 180 Days after the Closing Date Date, Seller will deliver to Buyer the a final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up reasonable supporting documentation. As soon as reasonably practicable, but in no event later than 30 Days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such the 15-Day period, either Party may submit the disputed items to the Accounting Referee for resolution. The Parties shall direct the Accounting Referee to resolve the disputes within 20 Days as soon as reasonably practicable after having the relevant materials submitted for review, but in no event later than 30 Days after the date the Parties initially submitted the disputed items to the Accounting Referee. The decision of the Accounting Referee will be binding on and non-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 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 five 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 will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No As soon as practicable after the Closing, but no later than 120 Days after the Closing Date Seller January 1, 2009, Seller, with assistance from Buyer’s staff, will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, but in no event later than 30 Days practicable after Buyer receives receipt of the Final Settlement Statement, but on or before February 1, 2009, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct agree with respect to the Accounting Referee changes proposed by Buyer, if any, no later than February 28, 2009. February 28, 2009,—the date upon which such agreement is reached or upon which the Final Purchase Price is established—shall be called the “Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to resolve Buyer the disputes amount of such difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer of immediately available funds within 20 Days after having the relevant materials submitted for review. The decision 5 days 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 PartiesSettlement Date. Any amounts owed adjustments requiring additional payment by one Party to the other as a 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 either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No As soon as practicable after the Closing, but in no event later than 120 Days one hundred twenty (120) days after Closing, or thirty (30) days after resolution of all Disputed Defect Amounts, whichever is later, Seller, with the Closing Date Seller assistance of Buyer’s staff and with access to such records as reasonably necessary, will deliver cause to Buyer the 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 actual amounts Purchase Price in final form in accordance with Section 2.3 and showing the calculation of Adjustments such adjustments and the resulting Adjusted final Purchase Price (“Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, practicable after receipt of the Final Settlement Statement but in no event later than 30 Days on or before thirty (30) days after Buyer receives the Final Settlement Statementreceipt of such statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If the Parties fail Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolution. The Parties Final Settlement Statement by that date 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 deemed an acceptance 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 result Buyer of the Final Settlement Statement as submitted by Seller. Subject to Section 14.1(b), the Parties shall agree with respect to the changes proposed by Buyer, if any, no later than thirty (30) days after Seller’s receipt of Buyer’s proposed changes to the Final Settlement Statement, together with interest on . The date upon which such amount from agreement is reached or upon which the Final Purchase Price is established pursuant to Section 14.1(b) in the case of a dispute (and includingas applicable) is the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Date Amount, Buyer shall pay to Seller the amount of such difference by wire transfer in immediately available funds no later than five (and excluding5) the date of payment at the Prime Rate, will be paid within 5 Business Days after the date when Final Settlement Date. If the amounts are agreed upon Final Purchase Price is less than the Closing Amount, Seller shall pay the amount of such difference to Buyer by the Parties or the Parties receive a decision of the Accounting Referee, and the Adjustments included wire transfer in immediately available funds no later than five (5) Business Days after the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationDate.

Final Settlement Statement. No later than 120 Days after the Closing Date Seller will deliver to Buyer the final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicable, but in no event later than 30 Days after Buyer ▇▇▇▇▇ receives the Final Settlement Statement, Buyer ▇▇▇▇▇ may deliver to Seller a written report containing any changes that Buyer ▇▇▇▇▇ proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to 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 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 will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No later than 120 Days after November 15, 2013 (the Closing Date “Final Settlement Date”), Seller will deliver to Buyer the a final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicable, but in no event later than 30 Days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to 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 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 five 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 will be final and binding between the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No later than 120 Days On or before the date that is ninety (90) days after the Closing Date Seller will deliver to Buyer the Closing, a final settlement statement (the “Final Settlement Statement”) setting will be prepared by Buyer based on actual revenues and expenses during the period from and after the Effective Time and which takes into account all final adjustments made to the Purchase Price and shows the resulting final Purchase Price (the “Final Purchase Price”). The Final Settlement Statement shall set forth the actual proration of the amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationrequired by this Agreement. As soon as reasonably practicable, but and in no any event later than 30 Days within thirty (30) days after Buyer receives receipt of the Final Settlement Statement, Seller shall return to Buyer may deliver to Seller a written report containing any proposed changes that Buyer proposes to 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, Statement and an explanation of any such changes and the statement as delivered by reasons therefor (the “Dispute Notice”). Any adjustment set forth in the Final Settlement Statement that Seller will fails to include in a Dispute Notice within such thirty (30) day period shall be deemed to be correct agreed to and will accepted by Seller. If the Final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Buyer and Seller, then the Final Settlement Statement and the Final Purchase Price set forth therein shall 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to 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 difference in the Adjusted Purchase Price as paid at the Closing pursuant to the other as a result of Preliminary Settlement Statement and 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 Purchase Price shall be paid within 5 Business Days after the date when the amounts are agreed upon by the Parties or owing Party within ten (10) days to the Parties receive a decision owed Party. All amounts paid pursuant to this Section 3.5 shall be delivered in United States currency by wire transfer of immediately available funds to the Accounting Referee, and account specified in writing by the Adjustments included in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationowed Party.

Final Settlement Statement. No later than 120 Days days after the Closing Date Closing, Seller will prepare and deliver to Buyer Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) setting forth (i) each adjustment or payment that was not finally determined as of the actual amounts Closing, (ii) showing the calculation of Adjustments and such adjustment and, (iii) the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicable, but in no event No later than 30 Days days after Buyer receives the receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If Unless otherwise agreed at the Parties fail time, Buyer’s failure to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items deliver to Seller a written report detailing proposed changes to the Accounting Referee for resolutionFinal Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall direct agree with respect to the Accounting Referee to resolve the disputes within 20 Days changes proposed by Buyer, if any, no later than 45 days after having the relevant materials submitted for reviewreceipt of Seller’s proposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one a Party to the other as a result shall be made by wire transfer of immediately available funds within five (5) business days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No later than 120 180 Days after the Closing Date Date, Seller will deliver to Buyer the a final settlement statement (the “Final Settlement Statement”) setting forth the actual amounts of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentation. As soon as reasonably practicable, but in no event later than 30 20 Days after Buyer receives the Final Settlement Statement, Buyer may deliver to Seller a written report containing any changes that Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to the Accounting Referee for resolution. In determining the proper amount of any adjustment to the Final Settlement Statement, the Accounting Referee may not adjust the Final Settlement Statement to an amount greater or less than the amounts proposed by the Parties, and may not award damages or penalties to either Party with respect to any matter. 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. Each Party will bear its own legal fees and other costs with respect to this dispute resolution process. 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 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 five (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 will be final and binding between on the Parties and not subject to further audit or arbitration.

Final Settlement Statement. No As soon as practicable after the expiration of the Cure Period, but in no event later than 120 Days ten (10) days after the Closing Date Seller expiration of said period, Seller, with assistance from Buyer’s staff, will prepare and deliver to Buyer the Buyer, in accordance with customary industry accounting practices, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the actual amounts Closing Date and showing the calculation of Adjustments such adjustment and the resulting Adjusted final purchase price (the “Final Purchase Price, together with associated back-up documentation”). As soon as reasonably practicablepracticable after receipt of the Final Settlement Statement, but in no event later than 30 Days on or before ten (10) days after Buyer receives the receipt of Seller’s proposed Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to 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 make to the Final Settlement Statement. If Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Parties fail to agree on the final adjustments Final Settlement Statement within such 15-Day period, either Party may submit ten (10) day period shall be deemed an acceptance by Buyer of the disputed items to the Accounting Referee for resolutionFinal Settlement Statement as submitted by Seller. The Parties shall direct agree with respect to the Accounting Referee changes proposed by Buyer, if any, no later than ten (10) days after receipt by Seller of Buyer’s written report detailing its proposed changes to resolve the disputes within 20 Days after having the relevant materials submitted for reviewproposed Final Settlement Statement. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Accounting Referee will be binding on and non-appealable by Final Purchase Price is less than the Parties. The fees and expenses associated with Closing Amount, Seller shall pay to Buyer the Accounting Referee will be borne equally by the Partiesamount of such difference. Any amounts owed payment by one Party to Buyer or Seller, as the other as a result case may be, shall be made by wire transfer of immediately available funds within five (5) business days of the Final Settlement Statement, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of Date. Any adjustments requiring additional payment at the Prime Rate, will by either Buyer or Seller shall also 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 made in the Final Settlement Statement will be final and binding between the Parties and not subject to further audit or arbitrationsame manner.

Final Settlement Statement. No later Not more than 120 Days sixty (60) days after the Closing Date Closing, Seller will shall prepare and deliver to Buyer the final settlement statement (the Buyer, in accordance with this Agreement, a “Final Settlement Statement”) ” setting forth each adjustment or payment which was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationsuch adjustments. As soon as reasonably practicable, but in no event later than 30 Days practicable after Buyer receives receipt of the Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that which Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to the Accounting Referee for resolution. The Parties shall direct agree with respect to the Accounting Referee amounts due pursuant to resolve such post-Closing adjustments no later than seventy-five (75) days following the disputes Closing. In the event Seller and Buyer cannot reach agreement within 20 Days after having the relevant materials submitted for reviewspecified time frame, all parties agree to refer the matter to a nationally recognized independent accounting firm to conduct arbitration proceedings. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the “Final Settlement Date”. In the event that (i) the final Purchase Price is more than the amount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference, or (ii) if the Accounting Referee will be binding on and non-appealable final Purchase Price is less than the amount paid to Seller at Closing, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment 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 Buyer or Seller to the other as a result shall be made within five (5) business days 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 will be final and binding between the Parties and not subject to further audit or arbitrationDate.

Final Settlement Statement. No later Not more than 120 Days ninety (90) days after the Closing Date Closing, Seller will shall prepare and deliver to Buyer the final settlement statement (the “Buyer, in accordance with this Agreement, a Final Settlement Statement”) Statement setting forth each adjustment or payment which was not finally determined as of the actual amounts Closing and showing the calculation of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationsuch adjustments. As soon as reasonably practicable, but in no event later than 30 Days practicable after Buyer receives receipt of the Final Settlement Statement, Buyer may shall deliver to Seller a written report containing any changes that which Buyer proposes to 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. If the Parties fail to agree on the final adjustments within such 15-Day period, either Party may submit the disputed items to the Accounting Referee for resolution. The Parties shall direct agree with respect to the Accounting Referee amounts due pursuant to resolve such post-Closing adjustments no later than one hundred twenty (120) days after the disputes within 20 Days after having the relevant materials submitted for reviewClosing. The decision date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the “Final Settlement Date”. In the event that (1) the Final Purchase Price is more than the amount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference, or (2) the Accounting Referee will Final Purchase Price is less than the amount paid to Seller at Closing, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall 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 result made within five (5) business days of the Final Settlement StatementDate. Notwithstanding anything to the contrary in Section 10(a), together with interest on such amount from (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 including) in no event shall any reduction be made to the Closing Date Purchase Price for any Losses for which Buyer is obligated 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 will be final and binding between the Parties and not subject to further audit or arbitrationindemnify Seller under Section 10(e).