Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. The Parties shall follow the following rules and procedures in determining any amounts payable pursuant to Section 2.18, 2.19, 2.20, 2.21 or 2.22: (a) all calculations of payments required to be made pursuant to Section 2.18, 2.19, 2.20, 2.21 or 2.22 will be made in accordance with International Financial Reporting Standards; (b) any notice provided by a Party pursuant to Section 2.18, 2.19, 2.20, 2.21 or 2.22 (a “Payment Notice”) shall include sufficient detail, and the Party delivering the Payment Notice shall provide all records, supporting documents and working papers, necessary to support the calculations provided therein; (c) upon receipt by a Party of a Payment Notice, such Party shall have 15 Business Days from the date of receipt of the Payment Notice (the “Dispute Period”) to review and provide any objections to the methods, calculations or other determinations made in the Payment Notice by providing notice (a “Notice of Objection”) to the Party delivering the Payment Notice setting forth a detailed statement of the basis of such Party’s objections and each amount in dispute; (d) if a Party delivers a Notice of Objection, the Parties shall work expeditiously and in good faith in an attempt to resolve such objections within 10 Business Days following the date of delivery of the Notice of Objection. Failing resolution of any objection raised by a Party, the dispute shall be submitted for determination to an independent firm of chartered professional accountants or independent firm of certified public accountants mutually agreed upon by the Parties. Such firm of chartered professional accountants or certified public accountants shall be entitled to retain valuators, appraisers or other experts to assist them in making a determination as to fair market value. The determination of such firm shall be final and binding upon the Parties and shall not be subject to appeal, absent manifest error. The Parties acknowledge and agree that such firm are deemed to be acting as experts for the purpose of determining the merits of the Notice of Objection and not as arbitrators;

Post-Closing Payments. The Parties shall follow the following rules and procedures in determining any amounts payable pursuant to Section 2.18, 2.19, 2.20, 2.21 2.21, 2.22, 2.24 or 2.222.25: (a) all calculations of payments required to be made pursuant to Section 2.18, 2.19, 2.20, 2.21 2.21, or 2.22 will be made in accordance with International Financial Reporting Standards; (b) any notice provided by a Party pursuant to Section 2.18, 2.19, 2.20, 2.21 2.21, 2.22, 2.24 or 2.22 2.25 (a “Payment Notice”) shall include sufficient detail, and the Party delivering the Payment Notice shall provide all records, supporting documents and working papers, necessary to support the calculations provided therein; (c) upon receipt by a Party of a Payment Notice, such Party shall have 15 Business Days from the date of receipt of the Payment Notice (the “Dispute Period”) to review and provide any objections to the methods, calculations or other determinations made in the Payment Notice by providing notice (a “Notice of Objection”) to the Party delivering the Payment Notice setting forth a detailed statement of the basis of such Party’s objections and each amount in dispute; (d) if a Party delivers a Notice of Objection, the Parties shall work expeditiously and in good faith in an attempt to resolve such objections within 10 Business Days following the date of delivery of the Notice of Objection. Failing resolution of any objection raised by a Party, the dispute shall be submitted for determination to an independent firm of chartered professional accountants or independent firm of certified public accountants mutually agreed upon by the Parties. Such firm of chartered professional accountants or certified public accountants shall be entitled to retain valuators, appraisers or other experts to assist them in making a determination as to fair market value. The determination of such firm shall be final and binding upon the Parties and shall not be subject to appeal, absent manifest error. The Parties acknowledge and agree that such firm are deemed to be acting as experts for the purpose of determining the merits of the Notice of Objection and not as arbitrators;; (e) if a Party does not deliver a Notice of Objection within the Dispute Period, it is deemed to have accepted and approved the Payment Notice, effective the next Business Day following the end of the Dispute Period; (f) upon a final determination of an amount owing pursuant to Section 2.18, 2.19, 2.20, 2.21, 2.22, 2.24 or 2.25, the Party obligated to make payment shall be required to make payment within 10 Business Days from the date of such final determination; and (g) PHM and Newco shall each bear their own fees and expenses, including the fees and expenses of their respective advisors, in preparing or reviewing, as the case may be, Payment Notices and Notices of Objections. In the case of a dispute and the retention of an independent firm of chartered professional accountants or independent firm of certified public accountants to determine such dispute as contemplated by Section 2.23(d) the costs and expenses of such firm shall be borne equally by PHM and Newco. However, PHM and Newco shall each bear their own costs in presenting their respective cases to such firm.