Initial Settlement Statement definition
Examples of Initial Settlement Statement in a sentence
The initial statement of prorations and adjustments ("the Initial Settlement Statement") will be prepared by Seller and delivered to Buyer not later than a date Seller reasonably believes is at least 10 days prior to the expected Closing Date.
The net amount of any such adjustment payments shall be made by the owing party to the receiving party (or, as directed by the receiving party, to a designee of the receiving party) in cash no later than 15 days following the Reinsurer's receipt of the Adjusted Initial Settlement Statement.
Within ninety (90) days after the Closing Date, Seller shall deliver to Buyer a report (the "Final Settlement Statement"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Initial Settlement Statement, together with any documents substantiating the adjustments proposed in the Final Settlement Statement.
The payment will be based on data in the Initial Settlement Statement.
Following receipt of the Initial Settlement Statement and supporting information, Buyer will have five business days to review the Initial Settlement Statement and to notify Seller of any disagreements with Seller's estimates.
The basis for determining the adjusted Purchase Price to be paid at Closing will be either (a) if no notice of disagreement is provided, the estimate of such adjustments set forth in the Initial Settlement Statement, or (b) if a notice of disagreement is provided, only those adjustments set forth in the Initial Settlement Statement upon which the parties agree prior to the Closing Date.
Upon any resumption of purchases and sales hereunder, the parties shall follow the procedure for purchase and payment as provided in section 4 of this Agreement; provided that in settling the first Purchase Date after the resumption of purchases and sales, the parties shall make such settlement in accordance with the methodology set forth in the Resumption Initial Settlement Statement set forth in Exhibit D.
The Initial Settlement Statement shall be certified as to completeness and accuracy by Seller and will show in detail the preliminary determination of the adjustments referred to in Section 4.1, calculated as of the Closing Date (or as of any other date agreed to by the parties) and will be accompanied by any documents necessary to substantiate the adjustments proposed in the Initial Settlement Statement.
On or before ninety (90) days after Closing, Seller shall prepare a “Final Settlement Statement” and deliver same to Buyer setting forth any additional adjustments to the Cash Purchase Price not reflected in the Initial Settlement Statement (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in the adjustments made at Closing) or confirming Seller’s view that no additional adjustments are required.
The Initial Settlement Statement and the Final Settlement Statement (as defined below) shall provide line items reflecting the mutually agreed upon (subject to Section 13(b) below) Fair Market Value of the TCG Member Capital Account Balance and Subsidiary Property at the Closing; provided that the Fair Market Value of the promissory note (the “Note”) with Plum Creek Ventures I, LLC, as borrower, and the Properties shall be as set forth on Schedule F hereto.