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 ▇▇▇▇▇ receives the Final Settlement Statement, ▇▇▇▇▇ may deliver to Seller a written report containing any changes that ▇▇▇▇▇ proposes to be made to such statement. If ▇▇▇▇▇ fails to timely deliver the written report to Seller containing changes ▇▇▇▇▇ 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 ▇▇▇▇▇▇ receives ▇▇▇▇▇’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 As soon as reasonably practicable, but in no event later than 120 one hundred eighty (180) Days after the Closing Date end of the Transition Period, Seller will shall deliver to Buyer Purchaser a statement setting forth the final settlement statement adjustments to the Purchase Price pursuant to this Article VI and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) setting forth ). Upon request, Seller shall provide accounting support for any entry on the actual amounts Final Settlement Statement of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationwhich Purchaser is not already in possession. As soon as reasonably practicable, but in no event later than 30 forty-five (45) Days after ▇▇▇▇▇ Purchaser receives the Final Settlement Statement, ▇▇▇▇▇ Purchaser may deliver to Seller a written report containing any changes that ▇▇▇▇▇ Purchaser proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If ▇▇▇▇▇ Purchaser fails to timely deliver the written report to Seller containing changes ▇▇▇▇▇ Purchaser proposes to be made to the Final Settlement Statement, the statement as delivered by Seller will shall be deemed to be correct and will shall be final and binding on the Parties and not subject to further audit review, audit, arbitration or arbitrationlegal proceedings. As If Purchaser timely delivers the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than 15 thirty (30) Days after ▇▇▇▇▇▇ Seller receives ▇▇▇▇▇Purchaser’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-the thirty (30) Day period, then either Party Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolutionresolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after delivery of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such initial ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Purchaser and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall direct respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within 20 thirty (30) Days after having expiration of the relevant materials submitted for reviewten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee will shall be borne equally by Purchaser and Seller and paid promptly upon receipt of the PartiesAccounting HOUSTON 1151220v.11 Referee’s invoices. Any amounts owed by one Party to the other Party 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 Statement shall be paid within 5 fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties Parties, are deemed correct as provided above or the Parties receive a the decision of the Accounting Referee, and the Adjustments amounts included in the Final Settlement Statement will shall be final and binding between the Parties and not subject to further audit audit, arbitration or arbitrationother legal proceeding. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. No As soon as reasonably practicable, but in no event later than 120 one hundred eighty (180) Days after the Closing Date end of the Transition Period, Seller will shall deliver to Buyer a statement setting forth the final settlement statement adjustments to the Purchase Price pursuant to this Article 6 and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) setting forth ). Upon request, Seller shall provide accounting support for any entry on the actual amounts Final HOUSTON 1139976v.13 Settlement Statement of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationwhich Buyer is not already in possession. As soon as reasonably practicable, but in no event later than 30 forty-five (45) Days after ▇▇▇▇▇ Buyer receives the Final Settlement Statement, ▇▇▇▇▇ Buyer may deliver to Seller a written report containing any changes that ▇▇▇▇▇ Buyer proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. 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 shall be deemed to be correct and will shall be final and binding on the Parties and not subject to further audit review, audit, arbitration or arbitrationlegal proceedings. As If Buyer timely delivers the written report to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than 15 thirty (30) 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-the thirty (30) Day period, then either Party Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolutionresolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after receipt of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Buyer and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall direct respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within 20 thirty (30) Days after having expiration of the relevant materials submitted for reviewten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee will shall be borne equally by Buyer and Seller and paid promptly upon receipt of the PartiesAccounting Referee’s invoices. Any amounts owed by one Party to the other Party 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 Statement shall be paid within 5 fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties Parties, are deemed correct as provided above or the Parties receive a the decision of the Accounting Referee, and the Adjustments amounts included in the Final Settlement Statement will shall be final and binding between the Parties and not subject to further audit audit, arbitration or arbitrationother legal proceeding. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided HOUSTON 1139976v.13 pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. No As soon as reasonably practicable, but in no event later than 120 one hundred eighty (180) Days after the Closing Date Date, Seller will shall deliver to Buyer Purchaser a statement setting forth the final settlement statement adjustments to the Purchase Price pursuant to this Article VI and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary 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 sixty (60) Days after ▇▇▇▇▇ Purchaser receives the Final Settlement Statement, ▇▇▇▇▇ Purchaser may deliver to Seller a written report containing any changes that ▇▇▇▇▇ Purchaser proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If ▇▇▇▇▇ Purchaser fails to timely deliver the written report to Seller containing changes ▇▇▇▇▇ Purchaser proposes to be made to the Final Settlement Statement, the statement Final Settlement Statement as delivered by Seller will shall be deemed to be correct and will shall be final and binding on the Parties and not subject to further audit review, audit, arbitration or arbitrationlegal proceedings. As If Purchaser timely delivers the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than 15 thirty (30) Days after ▇▇▇▇▇▇ Seller receives ▇▇▇▇▇Purchaser’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-the thirty (30) Day period, then either Party Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolutionresolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after delivery of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such initial ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Purchaser and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall direct respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within 20 thirty (30) Days after having expiration of the relevant materials submitted for reviewten (10) day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee will shall be borne equally by Purchaser and Seller and paid promptly upon receipt of the PartiesAccounting Referee’s invoices. Any amounts owed by one Party to the other Party 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 Statement shall be paid within 5 five (5) Business Days after the date when the amounts are agreed upon by the Parties Parties, are deemed correct as provided above or the Parties receive a the decision of the Accounting Referee, and the Adjustments amounts included in the Final Settlement Statement will as so agreed or deemed agreed shall be final and binding between the Parties and not subject to further audit audit, arbitration or arbitrationother legal proceeding. Any amounts paid under this Section 6.6 shall be treated as adjustments to the Purchase Price for all Tax purposes pursuant to Section 8.16. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. No As soon as reasonably practicable, but in no event later than 120 one hundred eighty (180) Days after the Closing Date end of the Transition Period, Seller will shall deliver to Buyer Purchaser a statement setting forth the final settlement statement adjustments to the Purchase Price pursuant to this Article VI and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) setting forth ). Upon request, Seller shall provide accounting support for any entry on the actual amounts Final Settlement Statement of Adjustments and the resulting Adjusted Purchase Price, together with associated back-up documentationwhich Purchaser is not already in possession. As soon as reasonably practicable, but in no event later than 30 forty-five (45) Days after ▇▇▇▇▇ Purchaser receives the Final Settlement Statement, ▇▇▇▇▇ Purchaser may deliver to Seller a written report containing any changes that ▇▇▇▇▇ Purchaser proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If ▇▇▇▇▇ Purchaser fails to timely deliver the written report to Seller containing changes ▇▇▇▇▇ Purchaser proposes to be made to the Final Settlement Statement, the statement as delivered by Seller will shall be deemed to be correct and will shall be final and binding on the Parties and not subject to further audit review, audit, arbitration or arbitrationlegal proceedings. As If Purchaser timely delivers the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than 15 thirty (30) Days after ▇▇▇▇▇▇ Seller receives ▇▇▇▇▇Purchaser’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-the thirty (30) Day period, then either Party Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolutionresolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after receipt of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such initial ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Purchaser and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall direct respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within 20 thirty (30) Days after having expiration of the relevant materials submitted for reviewten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee will shall be borne equally by Purchaser and Seller and paid promptly upon receipt of the PartiesAccounting Referee’s invoices. Any amounts owed by one Party to the other Party 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 Statement shall be paid within 5 fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties Parties, are deemed correct as provided above or the Parties receive a the decision of the Accounting Referee, and the Adjustments amounts included in the Final Settlement Statement will shall be final and binding between the Parties and not subject to further audit audit, arbitration or arbitrationother legal proceeding. Any amounts paid under this Section 6.6 shall be treated as adjustments to Purchase Price for all Tax purposes. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.