Common use of Adjustment Post Closing Clause in Contracts

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 ninety one hundred twenty (90120) days after Closing, Buyer shall provide to Seller a statement showing its reasonable computations regarding any information which may then be available pertaining to the adjustments provided for in subsection (a) above, and Seller shall prepare review such statement. If Buyer and Seller cannot agree on such adjustments within thirty (30) days of Seller’s receipt of such statement from Buyer, then such adjustments shall be determined by an independent third party chosen by mutual agreement of Seller and Buyer. Any expenses relating to such third party’s services hereunder shall be borne equally by Seller and Buyer. If Seller and Buyer are unable to agree on the selection of an independent third party, then each shall select a “Final Settlement Statement” third party who in turn shall mutually agree upon an independent third party. Expenses related to the third parties selected in the preceding sentence shall be borne by the party hereto selecting such third party, provided, however, that any expenses relating to the independent third party’s services hereunder shall be borne equally by Seller and deliver same Buyer. Such independent third party shall provide Buyer and Seller with a statement showing its reasonable computations regarding any information which may then be available pertaining to the adjustments. The parties shall make any such adjustments by appropriate payments from Seller to Buyer setting forth or from Buyer to Seller, provided that any additional adjustments requiring payment from Seller to Buyer shall first be satisfied from the Holdback. In the event there are remaining amounts in the Holdback after satisfaction of Seller’s payment obligation, Buyer shall pay the remaining amount to Seller. In the event the Holdback is not sufficient to satisfy Seller’s obligations with respect to the Cash Purchase Price not reflected in adjustments, Seller shall be responsible for the Initial Settlement Statement (whether payment to Buyer of the same be made balance. If Buyer is required to account for expenses or revenues not considered in making make a payment pursuant to the adjustments made at Closingprovided for above, or to correct errors made in Buyer shall make such payment and also pay 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 entire 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 ClosingHoldback to Seller. After such adjustments are made, then Buyer no further adjustments 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 be made under 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 12.311.

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 Base Purchase Price determined in accordance with the principles, methodologies and line items set forth on Exhibit 12.3 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 available 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 by which the Purchase Price as set forth on the Final Settlement Statement exceeds the amount of such excess the Purchase Price paid at the Closing 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 by which the Purchase Price as set forth on the Final Settlement Statement is less than the amount of such deficit the Purchase Price paid at the Closing 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 ninety (90) days after Closing, Seller Buyer and Sellers shall prepare a “Final Settlement Statement” and deliver same review any information which may then be available pertaining to Buyer setting forth the adjustments provided for in Section 2.1, shall determine if any additional adjustments to the Cash Purchase Price not reflected in the Initial Settlement Statement 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 Sellers to Buyer or from Buyer to Sellers. If the Parties fail to agree on final adjustments within such ninety (90) day period, either Party may, within thirty (30) days after the end of such period, submit the disputed items to a nationally-recognized or confirming Seller’s view regionally-recognized, United States-based independent public accounting firm on which the Parties mutually agree in writing (the “Accounting Referee”); provided that no additional adjustments the Accounting Referee shall not have performed any material work for any Party or their respective Affiliates within three years of the date hereof. If the selected Accounting Referee is unable or unwilling to serve as the Accounting Referee and the Parties are required. Buyer will assist Seller unable to agree upon the designation of a Person or entity as substitute (or if the Parties cannot agree in the preparation first place to an Accounting Referee, then Sellers or Buyer, or either of them, may in writing request the Final Settlement Statement Bankruptcy Court to appoint a substitute Accounting Referee and such 30-day period will be extended with until ten (10) Business Days after the Bankruptcy Court so appoints; provided that such Person or entity so appointed shall be a national or regional accounting firm with no prior material relationships with Sellers or Buyer or their respective Affiliates and shall have experience in auditing companies engaged in oil and gas exploration and development activities. Any unresolved matters described in this Section 7.14 that are not submitted to the Accounting Referee within such thirty (30) day period shall be deemed waived by providing Seller with any data or information reasonably requested by Seller. The Final Settlement Statement the Parties, which waiver shall become be final and binding upon the parties on the thirtieth Parties and the subject matter thereof shall not be subject to further review or audit. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30th30) day following receipt thereof by Buyerdays (or extended, 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 if applicable) after submission of the Adjusted Cash Purchase Price matters in dispute. The Accounting Referee shall act as set forth an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Sellers and Buyer shall share equally the Accounting Referee’s costs, fees and expenses (including attorneys’ fees). The final settlement statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee (the “Final Settlement Statement”), shall be binding on, and non-appealable by, the Parties and not subject to further review or audit. Payment by Buyer or Sellers, as applicable, for any outstanding amounts 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 be made within five (5) Business Days after the Final Settlement Statement is agreed to or otherwise becomes final date on which all disputes in accordance with this Section 12.3. If the amount respect of the Adjusted Cash Purchase Price as set forth on the Final Settlement Statement is less than the amount are finally resolved (whether by agreement of the Adjusted Cash Purchase Price paid at Parties or pursuant to the ClosingAccounting Referee’s decision). During the period between Closing and the point in time when such post-closing adjustment has been agreed to, then Seller resolved or waived pursuant to this Section 7.14, each Party shall, on a monthly basis, pay over to the other Party any revenue received by it (net of related expenses) with respect to the Assets which is owed to the other Party as set forth in Section 7.12 above and such payments shall pay be considered in making such post-closing adjustment. Should any additional adjustments be required after such adjustments thereunder are concluded, such adjustments shall be made by appropriate payments from Buyer to Buyer Sellers or from Sellers to Buyer; provided that in cash the amount of such deficit within five no event shall any adjustments be made beyond twelve (512) Business Days months after the Final Settlement Statement is agreed to or otherwise becomes final in accordance with this Section 12.3Closing Date.

Adjustment Post Closing. On or before ninety (90) 90 days after Closing, Seller Buyer and Sellers, shall prepare a “Final Settlement Statement” and deliver same review any information which may then be available pertaining to Buyer setting forth the adjustments provided for in Section 3.1, shall determine if any additional adjustments to the Cash Purchase Price not reflected in the Initial Settlement Statement 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 Sellers to Buyer or confirming Seller’s view from Buyer to Sellers. If the Parties fail to agree on final adjustments within such 90 day period, either Party may, within thirty days after the end of such period, submit the disputed items to PricewaterhouseCoopers or another nationally-recognized, United States-based independent public accounting firm on which the Parties mutually agree in writing (the “Accounting Referee”); provided, however, that the Accounting Referee shall not have performed any material work for any Party or their respective Affiliates within three years of the date hereof. If PricewaterhouseCoopers is unable or unwilling to serve as the Accounting Referee and the Parties are unable to agree upon the designation of a Person or entity as substitute Accounting Referee, then Sellers or Buyer, or any of them, may in writing request the Bankruptcy Court to appoint a substitute Accounting Referee; provided that such Person or entity so appointed shall be a national or regional accounting firm with no additional adjustments prior material relationships with Sellers or Buyer or their respective Affiliates and shall have experience in auditing companies engaged in oil and gas exploration and development activities. Any unresolved matters described in this Section 8.14 that are requirednot submitted to the Accounting Referee within such thirty day period shall be deemed waived by the Parties, which waiver shall be final and binding on the Parties and the subject matter thereof shall not be subject to further review or audit. The Parties shall direct the Accounting Referee to resolve the disputes within thirty days after submission of the matters in dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Sellers and Buyer will assist Seller shall share equally the Accounting Referee's costs, fees and expenses (including attorneys’ fees). The final settlement statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee Table of Contents (the “Final Settlement Statement”), shall be binding on, and non-appealable by, the Parties and not subject to further review or audit. Payment by Buyer or Sellers, as applicable, for any outstanding amounts on the Final Settlement Statement shall be made within five Business Days after the date on which all disputes in the preparation respect of the Final Settlement Statement are finally resolved (whether by providing Seller agreement of the Parties or pursuant to the Accounting Referee's decision). During the period between Closing and the point in time when such post-closing adjustment has been agreed, resolved or waived pursuant to this Section 8.14, each Party shall, on a monthly basis, pay over to the other Party any revenue received by it (net of related expenses) with respect to the Oil and Gas Assets which is owed to the other Party as set forth in Section 8.12 above and such payments shall be considered in making such post-closing adjustment. Should any data additional adjustments be required after such adjustments thereunder are concluded, such adjustments shall be made by appropriate payments from Buyer to Sellers or information reasonably requested by Sellerfrom Sellers to Buyer, provided, however, in no event shall any adjustments be made beyond six months after the Closing Date. 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 Parties agree that the amount of one percent (1%) of the Adjusted Cash Base Purchase Price as shall be set forth on aside from the Final Settlement Statement exceeds sale proceeds received by Sellers at Closing and placed in escrow with an escrow agent proposed by Buyer and reasonably satisfactory to Sellers pursuant to the amount terms of a mutually agreeable escrow agreement for a period of six months for the Adjusted Cash Purchase Price paid at the Closing, then Buyer shall pay purpose of satisfying any obligation of Sellers pursuant 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 12.38.14.

Adjustment Post Closing. On or before ninety (90) days after the Closing, Seller shall prepare deliver to Buyer a final settlement statement (the “Final Settlement Statement” ”) prepared by Seller based on actual income and deliver same to Buyer setting forth any additional expenses during the period between the Effective Date and Closing and which takes into account all final adjustments made to the Cash Purchase Price Price. As soon as practicable, and in any event within 30 days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). Any changes not reflected so specified in the Initial Settlement Statement (whether the same Dispute Notice shall 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 deemed waived and Seller’s view that no additional adjustments are required. Buyer will assist Seller in the preparation determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall prevail. If Buyer fails to timely deliver a Dispute Notice to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by providing Seller will be deemed to be correct and mutually agreed upon by the Parties, and will be final and binding on the Parties and not subject to further audit or arbitration. If Seller and Buyer are unable to resolve the matters addressed in the Dispute Notice (if any), each of Buyer and Seller shall within 14 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of 20 pages or less and submit such summaries to the Accounting Arbitrator, together with the Dispute Notice, the Final Settlement Statement and any data other documentation such Party may desire to submit. Within 20 Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or information reasonably requested Buyer’s position (or another position which shall be no less favorable to Seller than Buyer’s position and no less favorable to Buyer than Seller’s position) with respect to each matter addressed in any Dispute Notice, based on the materials submitted to the Accounting Arbitrator as described above. Any decision rendered by Sellerthe Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against the Parties in any court of competent jurisdiction. The costs of the Accounting Arbitrator shall be borne pro rata between the Parties with each Party being responsible for the Accounting Arbitrator’s costs to the extent the Accounting Arbitrator has not selected such Party’s position on an aggregate dollar basis with respect to all amounts submitted for resolution by the Accounting Arbitrator. If the adjustments set forth in the Final Settlement Statement are mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the adjusted Purchase Price shall be final and binding on the Parties, subject to the provisions of Section 11.4. Any difference in the Purchase Price as paid at Closing and the Purchase Price as adjusted pursuant to the Final Settlement Statement shall become be paid by the owing Party to the owed Party within 10 days after final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Buyer, unless Buyer gives written notice determination 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 owed amounts in accordance with Article XVIherewith. 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 All amounts paid at the Closing, then Buyer shall pay pursuant 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 11.3 shall be delivered in United States currency by wire transfer of immediately available funds to the amount of account specified in writing by 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 12.3relevant Party.