Adjustment Post Closing. 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. Buyer will assist Seller in the preparation of the Final Settlement Statement by providing Seller with any data or information reasonably requested by Seller. The Final Settlement Statement shall become final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Buyer, unless Buyer gives written notice of its disagreement to Seller prior to such date. In order to be valid, any such notice shall specify in reasonable detail the dollar amount, nature and basis of any disagreement so asserted. Any such disagreements will be resolved in accordance with Article XVI. If the amount of the Adjusted Cash Purchase Price as set forth on the Final Settlement Statement exceeds the amount of the Adjusted Cash Purchase Price paid at the Closing, then Buyer shall pay to Seller in cash the amount of such excess within five (5) Business Days after the Final Settlement Statement is agreed to or otherwise becomes final in accordance with this Section 12.3. If the amount of the Adjusted Cash Purchase Price as set forth on the Final Settlement Statement is less than the amount of the Adjusted Cash Purchase Price paid at the Closing, then Seller shall pay to Buyer in cash the amount of such deficit within five (5) Business Days after the Final Settlement Statement is agreed to or otherwise becomes final in accordance with this Section 12.3.
Adjustment Post Closing. On or before the later of 120 days after Closing or date of the additional Closing held up to 6 months after the initial Closing Date pursuant to Section 7.4(b), Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 11.1 above, shall determine if any additional adjustments should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. During the period between Closing and the point in time when such post closing adjustment has been agreed to, Buyer shall, on a monthly basis, pay over to Seller any revenue received by it with respect to the Properties which was, under Section 11.1 above, to be reserved by Seller, and such payments shall be considered in making such post closing adjustment.
Adjustment Post Closing. On or before 120 days after Closing, ----------------------- Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in subsection (a) above, shall determine if any additional adjustments should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller.
Adjustment Post Closing. On or before 180 days after Closing, Purchaser and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 1.03(A), shall determine if any additional adjustments should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Purchaser or from Purchaser to Seller. If Purchaser and Seller are unable to agree as to whether or not any such additional adjustments should be made or the amount of those adjustments by 180 days after Closing, that disagreement will be resolved by submission, as soon as practicable, to a mutually acceptable firm of independent public accountants. The decision of that firm as to the question or questions in dispute will be final and binding on Seller and Purchaser. During the period between Closing and the point in time when the post closing adjustment has been agreed to or resolved by the independent public accountant, Purchaser or Seller shall, on a monthly basis, pay over to Seller or Purchaser (as the case may be) any revenue received by it with respect to the Assets which was, under Section 1.03(A), to be received by Seller or Purchaser.
Adjustment Post Closing. On or before June 29, 2007, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 12.1 above, shall determine if any additional adjustments should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. During the period between Closing and the point in time when such post closing adjustment has been agreed to, Buyer shall, on a monthly basis, pay over to Seller any revenue received by it with respect to the Properties which was, under Section 12.1 above, to be reserved by Seller and such payments shall be considered in making such post closing adjustment. If Buyer and Seller are unable to agree on or before July 31, 2007, on whether any additional adjustments should be made beyond those made at Closing or the amount of such additional adjustments, then such matters shall be determined by arbitration in accordance with the terms of Section 16.19
Adjustment Post Closing. On or before 120 days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in subsection (a) above, shall determine if any additional adjustments should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller within 10 days after such determination. Seller is responsible for preparing the post-closing statement regarding the adjustments under this subsection. During the period between Closing and the point in time when such post closing adjustment has been agreed to, Buyer shall, on a monthly basis, pay over to Seller any revenue received by it with respect to the Properties which was, under subsection (a) above, to be reserved by Seller net of any expenses paid by Buyer which, under such subsection, were to be borne by Seller; such payments shall be considered in making such post closing adjustment.
Adjustment Post Closing. On or before 90 days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 11.1 above, shall determine if any additional adjustments should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. During the period between Closing and the point in time when such post closing adjustment has been agreed to, each party shall, on a monthly basis, pay over to the other any revenue received by it with respect to the Properties which was, under Section 11.1 above, allocated to such party; such payments shall be considered in making such post closing adjustment.
Adjustment Post Closing. (a) As soon after the Closing Date as reasonably practicable, and in any event within 90 days following the Closing Date, the Parties shall cooperate in preparing, on the basis of information available within such period, a final statement of all adjustments and payments to be made pursuant to Section 8.9 (the "Final Statement of Adjustments"); provided that, to determine the United States dollar converted equivalent of the Canadian dollar apportionments required pursuant to and in accordance with Section 8.9, together with the final amount of the cash component of the Purchase Price, the Final Statement of Adjustments shall provide for and use the applicable conversion rate quoted for noon by the Bank of Canada on the Closing Date in accordance with Section 1.2(a)(ii). If the Parties are unable to agree upon the Final Statement of Adjustments, the determination of the Final Statement of Adjustments shall be submitted to arbitration, in accordance with Section 8.11(e). The net amount owing under the Final Statement of Adjustments shall be remitted by the Party who is obliged to make payment within 30 days of determination of such net amount.
(b) For a period of 210 days following the Closing Date, either Party may have access to the records of the other Party in relation to the Oil and Gas Assets for the limited purpose of calculating or verifying adjustments pursuant to this Section
Adjustment Post Closing. On or before sixty (60) days after Closing, Buyer shall prepare and deliver to the Member Representative (i) a balance sheet of the Company as of the Closing Date (the “Final Closing Date Balance Sheet”); (ii) Buyer’s calculation of the Net Working Capital of the Company as of the Closing Date (the “Final Net Working Capital”); (iii) Buyer’s calculation of the Target Companies’ Capital Expenditures as of the Closing Date (the “Final Reimbursable Capital Expenditures”); (iv) Buyer’s calculation of the Merger Consideration Adjustment Amount (the “Final Merger Consideration Adjustment Amount”); and (v) in each case, together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item (as defined below). The Final Closing Date Balance Sheet, the Final Net Working Capital, the Final Reimbursable Capital Expenditures and the Final Merger Consideration Adjustment Amount (collectively, the “Final Closing Items”) shall be prepared in accordance with the methodology used in the preparation of the Estimated Closing Items.
Adjustment Post Closing. On or before 120 days after Closing, Seller shall provide to Buyer a statement showing its computations regarding any information which may then be available pertaining to the adjustments provided for in subsection (a) above, and Buyer shall review such statement. Buyer and Seller shall determine if Seller's statement accurately reflects any additional adjustments that should be made beyond those made at Closing (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), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. After such adjustments are made, no further adjustments shall be made under this Section 12.
