Common use of Settlement Statements Clause in Contracts

Settlement Statements. The Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” prepared by Seller, submitted to Buyer on or before five business days prior to Closing, for Buyer’s comment and review. The Preliminary Settlement Statement shall set forth the Closing Amount and all adjustments to the Purchase Price and associated calculations. The term “Closing Amount” means the Purchase Price, adjusted as provided in this Section using reasonable estimates as agreed to by the Parties if actual numbers are not available. If Buyer has any questions or disagreements regarding the Preliminary Settlement Statement, Buyer may contact Seller at least two business days prior to the Closing, and in such case Seller and Buyer shall in good faith attempt to resolve any disagreements, and Seller shall afford Buyer the opportunity to examine the Preliminary Settlement Statement and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, on which the Preliminary Settlement Statement is based or from which the Preliminary Settlement Statement is derived as are reasonably requested by Buyer. If Buyer and Seller agree on changes to the Closing Amount based on such discussions, then the Purchase Price shall be paid at Closing based on such changes. If Buyer and Seller do not agree on changes to the Closing Amount, then the Purchase Price shall be paid at Closing based on the amounts set forth in the Preliminary Settlement Statement. After Closing, the Purchase Price shall be adjusted pursuant to the Final Settlement Statement delivered pursuant to Section 13.1.

Settlement Statements. The Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” prepared by Seller, submitted to Buyer on or before five business days prior to Closing, for Buyer’s comment and review. The Preliminary Settlement Statement shall set forth the Closing Amount and all adjustments to the Purchase Price and associated calculations. The term “Closing Amount” means the Purchase Price, adjusted as provided in this Section using reasonable estimates as agreed to by the Parties if actual numbers are not available. If Buyer has any questions or disagreements regarding the Preliminary Settlement Statement, Buyer may contact Seller at least two (2) business days prior to the Closing, and in such case case, Seller and Buyer shall in good faith attempt to resolve any disagreements, and . Seller shall afford Buyer the opportunity to examine the Preliminary Settlement Statement and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, on which the Preliminary Settlement Statement is based or from which the Preliminary Settlement Statement is derived as are reasonably requested by Buyer. If Buyer and Seller agree on changes to the Closing Amount based on such discussions, then the Purchase Price shall be paid at Closing based on such changes. If Buyer and Seller do not agree on changes to the Closing Amount, then the Purchase Price shall be paid at Closing based on the amounts set forth in the Preliminary Settlement Statement. After Closing, the Purchase Price shall be adjusted pursuant to the Final Settlement Statement delivered pursuant to Section 13.1.

Settlement Statements. The Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” prepared by Seller, submitted to Buyer on or before five business days prior to Closing, for Buyer’s comment and review. The Preliminary Settlement Statement shall set forth the Closing Amount and all adjustments to the Purchase Price and associated calculations. The term “Closing Amount” means the Purchase Price, adjusted as provided in this Section using reasonable estimates as agreed to by the Parties if actual numbers are not available. For purposes of calculating the Closing Amount, all adjustments to the Purchase Price shall be made on an accrual (rather than cash) basis. If Buyer has any questions or disagreements regarding the Preliminary Settlement Statement, Buyer may contact Seller at least two business days prior to the Closing, and in such case Seller and Buyer shall in good faith attempt to resolve any disagreements, and Seller shall afford Buyer the opportunity to examine the Preliminary Settlement Statement and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, on which the Preliminary Settlement Statement is based or from which the Preliminary Settlement Statement is derived as are reasonably requested by Buyer. If Buyer and Seller agree on changes to the Closing Amount based on such discussions, then the Purchase Price shall be paid at Closing based on such changes. If Buyer and Seller do not agree on changes to the Closing Amount, then the Purchase Price shall be paid at Closing based on the amounts set forth in the Preliminary Settlement Statement. After Closing, the Purchase Price shall be adjusted pursuant to the Final Settlement Statement delivered pursuant to Section 13.1.

Settlement Statements. The Purchase Price shall be adjusted at Closing pursuant to Attached hereto as Exhibit C is a statement (the “Preliminary Settlement Statement” prepared ”) setting forth the Purchase Price with adjustments, including a reasonably detailed description, calculation and amount of each item determined in good faith by SellerBuyer that are described in Sections 5.1, submitted to Buyer on or before five business days prior to Closing, for Buyer’s comment 5.2 and review5.3. The Preliminary Settlement Statement shall also set forth wire transfer instructions for the Closing Amount and all adjustments to payments. Payment at the Purchase Price and associated calculations. The term “Closing Amount” means the Purchase Price, adjusted as provided in this Section using reasonable estimates as agreed to by the Parties if actual numbers are not available. If Buyer has any questions or disagreements regarding shall be based on the Preliminary Settlement Statement. No later than December 15, 2008 and after consultation with Sellers, Buyer may contact Seller at least two business days prior shall deliver to Sellers a revised settlement statement showing in reasonable detail its calculation of the Closing, and items described in such case Seller and Buyer shall in good faith attempt to resolve any disagreements, and Seller shall afford Buyer the opportunity to examine the Preliminary Settlement Statement along with other adjustments or payments contemplated in this Agreement (said revised statement and such supporting schedules, analyses, workpapers, including the audit workpapers calculation thereof shall be referred to as the “Final Settlement Statement”). The Final Settlement Statement shall become final and other underlying records or documentation, binding on which the Preliminary Parties on the 30th day following the date the Final Settlement Statement is based or from which received by Sellers, unless prior to such date Sellers delivers written notice to Buyer of its disagreement with the Preliminary Final Settlement Statement is derived as are reasonably requested by Buyer(a “Settlement Notice”). If Buyer and Seller agree on Any Settlement Notice shall set forth Sellers’ proposed changes to the Closing Amount based Final Settlement Statement, including an explanation in reasonable detail of the basis on such discussions, then the Purchase Price shall be paid at Closing based on which Sellers propose such changes. If Sellers timely deliver a Settlement Notice, Buyer and Seller do not agree Sellers shall use good faith efforts to reach written agreement on changes to the Closing Amount, then disputed items. If the final Purchase Price shall be paid at Closing based on as set forth in the amounts Final Settlement Statement exceeds the estimated Purchase Price as set forth in the Preliminary Settlement Statement, then Buyer shall pay to TLW Holdings the amount of such excess without interest. After Closing, If the final Purchase Price shall be adjusted pursuant to as set forth in the Final Settlement Statement delivered is less than the estimated Purchase Price as set forth in the Preliminary Settlement Statement, then TLW Holdings shall pay to Buyer the amount of such excess without interest. Any payment shall be made within three (3) business days of the date the Final Settlement Statement becomes final pursuant to Section 13.1this section.