Common use of True-Up Calculation Clause in Contracts

True-Up Calculation. Within 90 calendar days after the Closing Date, ▇▇▇▇▇ agrees to prepare and deliver to Seller a statement prepared in accordance with the methodologies provided in this Agreement, including work papers supporting such statement, reflecting any adjustments, additions and deletions necessary to properly reflect the value of the Purchased Assets (including but not limited to any proration of operating expenses) in accordance with this Agreement (the “Purchase Price Adjustment”). Seller shall have 15 calendar days to review the Purchase Price Adjustment after receipt thereof. If Seller does not deliver to Buyer written notice of its objection to such Purchase Price Adjustment on or prior to 15 calendar days after its receipt thereof (an “Objection Notice”), Seller shall be deemed to have accepted and agreed to such Purchase Price Adjustment as final, binding and conclusive. If Seller provides an Objection Notice to Buyer within such period in the manner set forth above or (ii) Buyer does not deliver a Purchase Price Adjustment within 60 days after the Closing Date and Seller provides a written notice to Buyer within 30 days after the expiration of such 60 day period that adjustments, additions or deletions to the Purchase Price are necessary to properly reflect the value of the Purchased Assets in accordance with the Agreement, Buyer and Seller shall, within 10 business days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the end of the Resolution Period, the parties have not resolved their differences, then all amounts remaining in dispute shall be submitted to ________________ (the “Accountants”). The parties agree to cooperate with, and provide all necessary information to, Accountants in order to expedite Accountant’s analysis of such Purchase Price Adjustment, and shall make a determination solely based on the provisions of the Agreement and solely with respect to the items that remain subject to dispute. Accountants shall not assign a value to any disputed matter greater than the greatest value for such matter proposed by either party or less than the smallest value proposed for such matter by either party. All fees and expenses relating to the work, if any, to be performed by Accountants shall be paid by the party whose position concerning valuation was not supported by Accountants. If Accountants do not support either of the parties’ position, then all fees and expenses relating to the work performed by Accountants shall be borne equally by Seller and Buyer. In the event that the parties agree to a resolution, or Accountants determine that the Purchase Price payable pursuant to the Agreement should be increased or decreased, either Seller or Buyer, as applicable, shall promptly (and in any event within 3 business days) deliver to the other party, by wire transfer of immediately available funds, the amount of such decrease or increase in the Purchase Price.

True-Up Calculation. Within 90 calendar one hundred twenty (120) days after the Closing Date (the “True Up Date”) and in any event within ten (10) business days after the True Up Calculation is completed, WCWI shall determine and provide a statement to the Stakeholders’ Representative showing the actual amount of 49% of all earnings before interest, taxes, depreciation and amortization of the LLC from the Closing Date through November 30, 2008 (such actual amount being referred to as the “Actual EBITDA” and such calculation being referred to as the “True Up Calculation”). If the Stakeholders’ Representative accepts the True Up Calculation, or if the Stakeholders’ Representative fails to give notice to WCWI of any objection within thirty (30) days after receipt of the True Up Calculation, the True Up Calculation shall be the final and binding calculation of the Purchase Price adjustments set forth in Section 1.2(c) (the “Adjustments”). If the Stakeholders’ Representative gives notice to WCWI of an objection to the True Up Calculation within thirty (30) days after receipt of the True Up Calculation, WCWI and the Stakeholders’ Representative shall attempt in good faith to resolve their differences. If WCWI and the Stakeholders’ Representative are able to resolve their differences, the True Up Calculation, as modified to reflect the resolution of the differences between WCWI and the Stakeholders’ Representative, shall be the final and binding calculation of the Purchase Price Adjustments. If, however, WCWI and the Stakeholders’ Representative are unable to resolve their differences, WCWI and the Stakeholders’ Representative shall submit any disputed items to the Seattle or Tacoma office of ▇▇▇▇ ▇▇▇▇▇ agrees to prepare and deliver to Seller a statement prepared in accordance with the methodologies provided in this Agreement, including work papers supporting LLP. The determination of either such statement, reflecting any adjustments, additions and deletions necessary to properly reflect the value office of the Purchased Assets (including but not limited to any proration of operating expenses) in accordance with this Agreement (the “Purchase Price Adjustment”). Seller shall have 15 calendar days to review the Purchase Price Adjustment after receipt thereof. If Seller does not deliver to Buyer written notice of its objection to such Purchase Price Adjustment on or prior to 15 calendar days after its receipt thereof (an “Objection Notice”), Seller ▇▇▇▇ ▇▇▇▇▇ LLP shall be deemed to have accepted final and agreed to such Purchase Price Adjustment as final, binding on WCWI and conclusive. If Seller provides an Objection Notice to Buyer within such period in the manner set forth above or (ii) Buyer does not deliver a Purchase Price Adjustment within 60 days after the Closing Date and Seller provides a written notice to Buyer within 30 days after the expiration of such 60 day period that adjustments, additions or deletions to the Purchase Price are necessary to properly reflect the value of the Purchased Assets in accordance with the Agreement, Buyer and Seller shall, within 10 business days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the end of the Resolution Period, the parties have not resolved their differences, then all amounts remaining in dispute shall be submitted to ________________ (the “Accountants”). The parties agree to cooperate withSelling Stakeholders, and provide all necessary information tothe True Up Calculation, Accountants in order as modified to expedite Accountant’s analysis of such Purchase Price Adjustment, and shall make a determination solely based on the provisions of the Agreement and solely with respect to the items that remain subject to dispute. Accountants shall not assign a value to any disputed matter greater than the greatest value for such matter proposed by either party or less than the smallest value proposed for such matter by either party. All fees and expenses relating to the workreflect (i) those differences, if any, that WCWI and the Stakeholders’ Representative were able to be performed by Accountants resolve, and (ii) the certified public accountant’s determination with regard to the remaining disputed items, shall be paid by the party whose position concerning valuation was not supported by Accountants. If Accountants do not support either final and binding resolution of the parties’ position, then all fees and expenses relating to the work performed by Accountants shall be borne equally by Seller and Buyer. In the event that the parties agree to a resolution, or Accountants determine that the Purchase Price payable pursuant to the Agreement should be increased or decreased, either Seller or Buyer, as applicable, shall promptly (and in any event within 3 business days) deliver to the other party, by wire transfer of immediately available funds, the amount of such decrease or increase in the Purchase PriceAdjustments.