BE USED AT CLOSING..
SECTION 12.02
FINAL ACCOUNTING STATEMENT.
(A)
ON OR BEFORE NINETY (90) DAYS AFTER THE CLOSING DATE, SELLERS
SHALL PREPARE AND DELIVER TO BUYER A POST-CLOSING STATEMENT SETTING FORTH A
DETAILED CALCULATION OF ALL POST-CLOSING ADJUSTMENTS APPLICABLE TO THE PERIOD
FOR TIME BETWEEN THE EFFECTIVE TIME AND CLOSING ("ACCOUNTING STATEMENT"). THE
ACCOUNTING STATEMENT SHALL INCLUDE ANY ADJUSTMENT OR PAYMENT WHICH WAS NOT
FINALLY DETERMINED AS OF THE CLOSING DATE AND THE ALLOCATION OF REVENUES AND
EXPENSES AS DETERMINED IN ACCORDANCE WITH SECTION 12.01. TO THE EXTENT
REASONABLY REQUIRED BY SELLERS, BUYER SHALL ASSIST IN THE PREPARATION OF THE
ACCOUNTING STATEMENT. SELLERS SHALL PROVIDE BUYER SUCH DATA AND INFORMATION AS
BUYER MAY REASONABLY REQUEST SUPPORTING THE AMOUNTS REFLECTED ON THE ACCOUNTING
STATEMENT IN ORDER TO PERMIT BUYER TO PERFORM OR CAUSE TO BE PERFORMED AN AUDIT.
THE ACCOUNTING STATEMENT SHALL BECOME FINAL AND BINDING UPON THE PARTIES ON THE
THIRTIETH (30TH) DAY FOLLOWING RECEIPT THEREOF BY BUYER (THE "FINAL SETTLEMENT
DATE") UNLESS BUYER GIVES WRITTEN NOTICE OF ITS DISAGREEMENT (A "NOTICE OF
DISAGREEMENT") TO SELLERS PRIOR TO SUCH DATE. ANY NOTICE OF DISAGREEMENT SHALL
SPECIFY IN DETAIL THE DOLLAR AMOUNT, NATURE AND BASIS OF ANY DISAGREEMENT SO
ASSERTED. IF A NOTICE OF DISAGREEMENT IS RECEIVED BY SELLERS IN A TIMELY MANNER,
THEN THE PARTIES SHALL RESOLVE THE DISPUTE (AS DEFINED IN SECTION 16.01)
EVIDENCED BY THE NOTICE OF DISAGREEMENT IN ACCORDANCE WITH ARTICLE XVI.
(B)
WITHIN FIVE (5) BUSINESS DAYS AFTER THE FINAL SETTLEMENT DATE,
SELLERS SHALL PAY TO BUYER OR BUYER SHALL PAY TO SELLERS IN IMMEDIATELY
AVAILABLE FUNDS THE NET AMOUNT DUE. FOR PURPOSES OF THIS AGREEMENT, THE TERM
"FINAL STATEMENT" SHALL MEAN (I) THE REVISED STATEMENT BECOMING FINAL PURSUANT
TO THIS SECTION, OR (II) UPON RESOLUTION OF ANY DISPUTE REGARDING A NOTICE OF
DISAGREEMENT, THE REVISED STATEMENT REFLECTING SUCH RESOLUTIONS, WHICH THE
PARTIES SHALL ISSUE, OR CAUSE THE INDEPENDENT EXPERT OR ARBITRATORS TO ISSUE, AS
APPLICABLE, FOLLOWING SUCH RESOLUTION.
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SECTION 12.03
FURTHER COOPERATION. SELLERS SHALL MAKE THE RECORDS
AVAILABLE TO BE PICKED UP BY BUYER AT THE OFFICES OF SELLERS DURING NORMAL
BUSINESS HOURS WITHIN FIVE (5) BUSINESS DAYS AFTER THE LATER OF THE CLOSING OR
THE END OF THE TRANSITION PERIOD (AS DEFINED IN SECTION 13.06) TO THE EXTENT THE
RECORDS ARE IN THE POSSESSION OF SELLERS AND ARE NOT SUBJECT TO CONTRACTUAL
RESTRICTIONS ON TRANSFERABILITY. SELLERS SHALL HAVE THE RIGHT TO RETAIN COPIES
OF ANY OF THE RECORDS AND THE RIGHTS GRANTED UNDER SECTION 17.03.
After the Closing Date, each Party, at the request of the other and without
additional consideration, shall execute and deliver, or shall cause to be
executed and delivered, from time to time such further instruments of conveyance
and transfer and shall take such other action as the other Party may reasonably
request to convey and deliver the Assets to Buyer and to accomplish the orderly
transfer of the Assets to Buyer in the manner contemplated by this Agreement.
After the Closing, the Parties will cooperate to