Common use of Final Settlement Statement Clause in Contracts

Final Settlement Statement. As soon as practicable after the Closing, but no later than January 1, 2009, 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 on or before February 1, 2009, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, no later than 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 Buyer the 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 5 days of the Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable Not more than ninety (90) days after the Closing, but no later than January 1, 2009, Seller, with assistance from Buyer’s staff, will Seller shall prepare and deliver to Buyer, in accordance with customary industry accounting practicesthis Agreement, the a Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that which 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”)adjustments. As soon as practicable after receipt of the Final Settlement Statement, but on or before February 1, 2009, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes to make be made to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, amounts due pursuant to such post-Closing adjustments no later than February 28, 2009one hundred twenty (120) days after the Closing. February 28, 2009, - the The date upon which such agreement is reached or upon which the Final Purchase Price is established - shall be called the “Final Settlement Date.” If ”. In the event that (1) the Final Purchase Price is more than the Closing Amountamount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference. If , or (2) the Final Purchase Price is less than the Closing Amountamount paid to Seller at Closing, Seller shall pay to Buyer in immediately available funds the amount of such difference. Any payment Payment by Buyer or Seller, as the case may be, shall be made by wire transfer of immediately available funds within 5 days of the Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made within five (5) business days of the Final Settlement Date. Notwithstanding anything to the contrary in Section 11(a), (b) or (c), in no event shall Seller be responsible for paying any Losses for which Buyer is obligated to indemnify Seller under Section 11(e) and in no event shall any reduction be made to the same mannerPurchase Price for any Losses for which Buyer is obligated to indemnify Seller under Section 11(e).

Final Settlement Statement. As soon as practicable Not more than sixty (60) days after the Closing, but no later than January 1, 2009, Seller, with assistance from Buyer’s staff, will Seller shall prepare and deliver to Buyer, in accordance with customary industry accounting practicesthis Agreement, the Final Settlement Statement (the a “Final Settlement Statement”) ” setting forth each adjustment or payment that which 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”)adjustments. As soon as practicable after receipt of the Final Settlement Statement, but on or before February 1, 2009, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes to make be made to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, amounts due pursuant to such post-Closing adjustments no later than February 28seventy-five (75) days following the Closing. In the event Seller and Buyer cannot reach agreement within the specified time frame, 2009all parties agree to refer the matter to a nationally recognized independent accounting firm to conduct arbitration proceedings. February 28, 2009, - the The date upon which such agreement is reached or upon which the Final Purchase Price is established - shall be called the “Final Settlement Date.” If ”. In the Final event that (i) the final Purchase Price is more than the Closing Amountamount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference, or (ii) if the 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. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference. Any payment Payment by Buyer or Seller, as Seller to the case may be, other shall be made by wire transfer of immediately available funds within 5 five (5) business days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but no No later than January 190 days afterClosing, 2009, Seller, with assistance from Buyer’s staff, Sellers will prepare and deliver to BuyerPurchaser, in accordance with customary industry accounting practices, the Final Settlement Statement final settlement statement (the “Final Settlement Statement”) setting forth (i) each adjustment or payment that was not finally determined as of the Closing and Closing, (ii) showing the calculation of such adjustment and (iii) the resulting final purchase price (the “Final Purchase Price”). As soon as practicable No later than 30 days after receipt of the Sellers’ proposed Final Settlement Statement, but on or before February 1, 2009, Buyer Purchaser shall deliver to Seller Sellers a written report containing any changes that Buyer Purchaser proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by BuyerPurchaser, if any, no later than February 28, 200945 days after receipt of Sellers’ proposed Final Settlement Statement. February 28, 2009, - the The 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 Purchaser shall pay Seller Sellers the amount of such differencedifference either in cash or through the issuance of additional Common Stock at Purchaser’s sole option and in its sole discretion. If the Final Purchase Price is less than the Closing Amount, Seller Sellers shall pay to Buyer Purchaser the amount of such differencedifference in cash. Any payment by Buyer or Seller, as the case may be, a Party shall be made by wire transfer of immediately available funds within 5 days five Business Days of the Final Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable after the Closing, but no later than January 1, 2009, 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 on or before February 1, 2009, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes to make to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, no later than February 28, 2009. February 28, 2009, - the 2009,—the date upon which such agreement is reached or upon which the Final Purchase Price is established - 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 Buyer the 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 5 days of the Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the same manner.

Final Settlement Statement. As soon as practicable Not more than ninety (90) days after the Closing, but no later than January 1, 2009, Seller, with assistance from Buyer’s staff, will Seller shall prepare and deliver to Buyer, in accordance with customary industry accounting practicesthis Agreement, the a Final Settlement Statement (the “Final Settlement Statement”) setting forth each adjustment or payment that which 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”)adjustments. As soon as practicable after receipt of the Final Settlement Statement, but on or before February 1, 2009, Buyer shall deliver to Seller a written report containing any changes that which Buyer proposes to make be made to the Final Settlement Statement. Buyer’s failure to deliver to Seller a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, amounts due pursuant to such post-Closing adjustments no later than February 28, 2009one hundred twenty (120) days after the Closing. February 28, 2009, - the The date upon which such agreement is reached or upon which the Final Purchase Price is established - shall be called the “Final Settlement Date.” If ”. In the event that (1) the Final Purchase Price is more than the Closing Amountamount paid to Seller at Closing, Buyer shall pay to Seller in immediately available funds the amount of such difference. If , or (2) the Final Purchase Price is less than the Closing Amountamount paid to Seller at Closing, Seller shall pay to Buyer in immediately available funds the amount of such difference. Any payment Payment by Buyer or Seller, as the case may be, shall be made by wire transfer of immediately available funds within 5 days of the Settlement Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made within five (5) business days of the Final Settlement Date. Notwithstanding anything to the contrary in Section 10(a), (b) or (c), in no event shall Seller be responsible for paying any Losses for which Buyer is obligated to indemnify Seller under Section 10(e) and in no event shall any reduction be made to the same mannerPurchase Price for any Losses for which Buyer is obligated to indemnify Seller under Section 10(e).