Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. (a) At least ten (10) days prior to the Post Closing Date, Buyer will deliver to Seller, Buyer's proposal for the Adjustment Amount (the "Adjustment Proposal"). If, prior to the Post Closing Date, the Company has not given Buyer notice of its objection to the Adjustment Proposal (such notice must contain a statement of the basis of Seller's objection), then the Adjustment Proposal will be used in computing the Adjustment Amount. If Seller gives such notice of objection, then the issues in dispute will be submitted to a mutually agreeable firm of independent public accountants (the "Accountants") or to a mutually agreeable oil and gas attorney (the "Attorney"), or both for resolution. If issues in dispute are submitted to the Accountants or Attorney for resolution, (i) each party will furnish to the Accountants or Attorney such work papers and other documents and information relating to the disputed issues as the Accountants or Attorney may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants or Attorney any material relating to the determination and to discuss the determination with the Accountants or Attorney, (ii) the determination by the Accountants or Attorney, as set forth in a notice delivered to both parties by the Accountants or Attorney, will be binding and conclusive on the parties; and (iii) Buyer and Seller will each bear 50% of the fees of the Accountants or Attorney for such determination. (b) On or before the tenth business day following the final determination of the Adjustment Amount, Buyer or Seller, as the case may be, shall make a cash payment to the other equal to the Adjustment Amount.

Adjustment Procedure. Buyer at its expense will prepare a balance sheet (a"Closing Balance Sheet") At least ten (10) days prior to of the Post Net Assets of the Business as of the Effective Time. The Closing DateBalance Sheet and the calculation of Net Assets thereon, including a determination of reserves, shall be prepared in accordance with Seller's and its subsidiaries accounting principles as applied on a consistent basis and in accordance with GAAP. If there is a conflict between Seller's and its subsidiaries accounting principles and GAAP, then GAAP shall prevail. Buyer will deliver the Closing Balance Sheet to Seller, Buyer's proposal for Seller within sixty (60) days after the Adjustment Amount (the "Adjustment Proposal")Closing Date. If, prior to within thirty (30) days following delivery of the Post Closing DateBalance Sheet, the Company Seller has not given Buyer notice of its objection to the Adjustment Proposal Closing Balance Sheet (such which notice must contain a statement of the basis of Seller's objectionobjection(s)), then the Adjustment Proposal book value of the Net Assets in the Closing Balance Sheet will be used in computing the Adjustment Amount. If If, however, Seller timely gives such notice of objectionobjection and the parties are unable to resolve any such objections within ten (10) days thereafter, then the issues in dispute (and only those issues) will be submitted to a mutually agreeable firm of independent Arthxx Xxxexxxx, XXP, certified public accountants (the "Accountants") or to a mutually agreeable oil and gas attorney (the "Attorney"), or both for resolution. If issues in dispute are submitted to the Accountants or Attorney for resolution, : (i) each party will furnish to the Accountants or Attorney such work papers and other documents and information relating to the disputed issues as the Accountants or Attorney may request and are available to that party or its Subsidiaries subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants or Attorney any material relating to the determination and to discuss the determination with the Accountants or Attorney, Accountants; (ii) the determination by the Accountants or AttorneyAccountants, as set forth in a notice delivered to both parties by the Accountants or AttorneyAccountants, will be binding and conclusive on the parties; and (iii) Buyer and Seller will each bear 50% of the fees of the Accountants or Attorney for such determination. (b) On or before the tenth business day following the final determination of the Adjustment Amount, Buyer or Seller, as the case may be, shall make a cash payment to the other equal to the Adjustment Amount.

Adjustment Procedure. (a) At least ten The Company, at its expense, will prepare and will cause LaPorte, Sehrt, Xxxxx & Hand, the Company's certified public accountants, to audit consolidated financial statements (10"Closing Financial Statements") days prior to of the Post Company as of the Closing Date and for the period from December 31, 1995 through the Closing Date, Buyer including a computation of Shareholders' equity as of the Closing Date. The Shareholders will deliver the Closing Financial Statements to Seller, Buyer's proposal for Purchaser within sixty days after the Adjustment Amount (the "Adjustment Proposal"). If, prior to the Post Closing Date. If within thirty days following delivery of the Closing Financial Statements, the Company Purchaser has not given Buyer the Shareholders notice of its objection to the Adjustment Proposal Closing Financial Statements (such notice must contain a statement of the basis of SellerPurchaser's objection), then the Adjustment Proposal Shareholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Seller Purchaser gives such notice of objection, then the issues in dispute will be submitted to a "big six" accounting firm with an office in New Orleans mutually agreeable firm of independent public accountants acceptable to the Shareholders and Purchaser (the "Accountants") or to a mutually agreeable oil and gas attorney (the "Attorney"), or both for resolution. If issues in dispute are submitted to the Accountants or Attorney for resolution, (i) each party will furnish to the Accountants or Attorney such work papers workpapers and other documents and information relating to the disputed issues as the Accountants or Attorney may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants or Attorney any material relating to the determination and to discuss the determination with the Accountants or Attorney, Accountants; (ii) the determination by the Accountants or AttorneyAccountants, as set forth in a notice delivered to both parties by the Accountants or AttorneyAccountants, will be binding and conclusive on the parties; and (iii) Buyer Purchaser and Seller Shareholders will each bear 50% of the fees of the Accountants or Attorney for such determination. (b) On or before the tenth business day following the final determination of the Adjustment Amount, Buyer if the Adjustment Amount is equal to or Sellergreater than the estimated Adjustment Amount deposited pursuant to Section 2.4(b)(i), as the case may beescrow agent, shall make upon written direction from Purchaser and a cash payment representative of Shareholders, will distribute the amount of the estimated Adjustment Amount to Shareholders and Purchaser will pay the difference, if any, to the other equal Shareholders. If the Purchase Price is less than the estimated Adjustment Amount, the escrow agent, upon written direction from Purchaser and a representative of Shareholders, will pay the difference between the estimated Adjustment Amount and the Adjustment Amount as finally determined to Purchaser. In addition, at the time of distribution of said difference to Shareholders or Purchaser, the escrow amount shall be reduced to Three Million Dollars ($3,000,000) for the remainder of the escrow period. All payments will be made together with interest at the rate earned by the escrow, compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments to the Adjustment AmountShareholders must be made in the manner and will be allocated equally between the Shareholders. Payments to Purchaser must be made by wire transfer to such bank account as Purchaser will specify. 3.

Adjustment Procedure. (a) At least ten Sellers shall prepare and cause Northrup, Haines, Kaduce, Schmid, Marklin, P.C., the Company's certified public accountants, at Sellers' expense, to audit, within sixty (1060) days prior to following the Post Closing Date, Buyer will deliver to Seller, Buyer's proposal financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the Adjustment Amount (period from the "Adjustment Proposal"). If, prior to date of the Post Balance Sheet through the Closing Date, including a computation of stockholders' equity as of the Company Closing Date. If within thirty (30) days following delivery of the Closing Financial Statements, Buyer has not given Buyer Sellers notice of its objection to the Adjustment Proposal Closing Financial Statements (such notice must contain a statement of the basis of SellerBuyer's objection), then the Adjustment Proposal stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Seller Buyer gives such notice of objection, then the issues in dispute will be submitted to a mutually agreeable firm of independent McGladrey & Pullxx XXX, certified public accountants (the "Accountants") or to a mutually agreeable oil and gas attorney (the "Attorney"), or both for resolution. If issues in dispute are submitted to the Accountants or Attorney for resolution, (i) each party will furnish to the Accountants or Attorney such work papers workpapers and other documents and information relating to the disputed issues as the Accountants or Attorney may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants or Attorney any material relating to the determination and to discuss the determination with the Accountants or AttorneyAccountants, (ii) the determination by the Accountants or AttorneyAccountants, as set forth in a notice delivered to both parties by the Accountants or AttorneyAccountants, will be binding and conclusive on the parties; , and (iii) Buyer and Seller Sellers will each bear 50% of the fees of the Accountants or Attorney for such determination. (b) On or before the tenth (10th) business day following the final determination of the Adjustment Amount, Buyer or Seller, as if the case may be, shall make a cash payment Purchase Price is less than the aggregate of the payments made pursuant to Sections 1.4(b)(i) and 1.4(b)(ii) Sellers will pay the other equal difference to Buyer. All payments will be made together with interest at the Adjustment Amountrate of 10% per annum beginning on the Closing Date and ending on the date of payment.