Common use of Thereafter Clause in Contracts

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days after the Final Settlement Statement. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting Referee. Seller and Buyer shall equally share all fees and any other charges of the Accounting Referee. The Accounting Referee shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within 20 Days after the Parties’ submission of the disputed items to the Accounting Referee. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting Referee) to the extent necessary to reflect any adjustment to the Base Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. federal income tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days days after the Final Settlement final Closing Statement. Buyer’s Sales Price Notice shall differ from Schedule 2.6. only to the extent necessary to reflect any differences in (i) the assets of the Company on the Closing Date and (ii) the total amount realized on the deemed sale of assets, from the assets and total amount realized as shown on Schedule 2.6. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting RefereeReferral Firm. Seller and Buyer shall equally share all fees and any other charges of the Accounting RefereeReferral Firm. The Accounting Referee Referral Firm shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within 20 Days twenty (20) days after the Parties’ submission of the disputed items to the Accounting RefereeReferral Firm. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting RefereeReferral Firm) to the extent necessary to reflect any adjustment to the Base Final Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. United States federal income tax Income Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates (including, without limitation, the Company) to take, any position for income Income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days after the Final Settlement Statement. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (Ai) each proposed deemed sales price with which Seller disagrees and (Bii) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting Referee. In determining the proper amount of any adjustment to the sales price of any Asset, the Accounting Referee may not adjust any such sales price 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. Each Party will bear its own legal fees and other costs with respect to this dispute resolution process. Seller and Buyer shall equally share all fees and any other charges of the Accounting Referee. The Accounting Referee shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within 20 Days after the Parties’ submission of the disputed items to the Accounting Referee. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting Referee) to the extent necessary to reflect any adjustment to the Base Purchase Price, including adjustments pursuant to Section 2.5 2.3 or as otherwise determined for U.S. federal income tax Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days days after the Final Settlement StatementDate (as defined in Section 2.3(d)). Buyer’s Sales Price Notice shall differ from Schedule 6.4(b) only to the extent necessary to reflect any differences in (i) the assets of the Company on the Closing Date and (ii) the total amount realized on the deemed sale of assets, from the assets and total amount realized as shown on Schedule 6.4(b). Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting RefereeAccountant (or, if such accounting firm cannot serve or refuses to serve in such capacity, a mutually acceptable firm of independent public accountants of recognized standing, which firm also shall be referred to as the Accountant for purposes of the remainder of this paragraph). Seller and Buyer shall equally share all fees and any other charges of the Accounting RefereeAccountant. The Accounting Referee Accountant shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within (twenty) 20 Days days after the Partiesparties’ submission of the disputed items to the Accounting RefereeAccountant. Such determination shall be conclusive and binding on the Partiesparties. Notwithstanding the foregoing, the Parties parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting RefereeAccountant) to the extent necessary to reflect any adjustment to the Base Final Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. United States federal income tax Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates (including, without limitation, the Company) to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder; provided, however, that (Y) the total purchase price of the assets may differ from the total sales price in order to reflect Buyer’s transaction costs not included in the total sales price, and (Z) the total amount realized on the deemed sale of assets may differ from the total sales price in order to reflect transaction costs that reduce the amount realized for federal income Tax purposes.

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days after the Final Settlement Statement. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days after BuyerXxxxx’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting Referee. Seller and Buyer Xxxxx shall equally share all fees and any other charges of the Accounting Referee. The Accounting Referee shall be instructed to deliver to Seller and Buyer Xxxxx a written determination of the sales prices in dispute within 20 Days after the Parties’ submission of the disputed items to the Accounting Referee. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting Referee) to the extent necessary to reflect any adjustment to the Base Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. federal income tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.