Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment to the Principal Stockholder in the manner specified by Section 6 and such Request for Adjustment must contain all applicable information and representations and warranties required thereby. (b) Unless the Principal Stockholder raises an objection to the Claim described in such Request for Adjustment pursuant to Section 5(c), US Holdco may withdraw no earlier than the day that is 30 days after the Request for Adjustment was delivered in the manner specified by Section 6 an amount equal to the amount of the Claim in such Request for Adjustment. US Holdco shall not withdraw any amount from the Account if the Principal Stockholder has raised any objections to the Claim made in the Request for Adjustment pursuant to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwise. (c) The Principal Stockholder may object to any Claim made in such Request for Adjustment by notifying US Holdco of such objection no later than the day that is 30 days after the Request for Adjustment has been delivered in the manner specified by Section 6, except that the Principal Stockholder may only so object for the following reasons: (i) the Request for Adjustment is not in all material respects in compliance with the requirements of Section 5(a) above; or (ii) the representations contained in the Request for Adjustment are not accurate in all material respects. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder pursuant to Section 5(c) shall not constitute or give rise to a Loss of any Relevant Party in respect of such dispute. (e) After the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject to the provisions of this Agreement; provided such reports shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse Persons.

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment All adjustments to the Principal Stockholder Unadjusted Purchase Price shall be made (i) in accordance with the terms of this Agreement and, to the extent not inconsistent or in conflict with this Agreement and otherwise applicable, in accordance with GAAP, as consistently applied by the applicable Subject Company Group prior to Closing (the “Accounting Principles”) except that the Accounting Principles shall not apply to any adjustments to the extent inconsistent with the provisions of Section 11.1 and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the manner specified by Section 6 and such Request determination of the calculation of Effective Time Working Capital of any Subject Company Group shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for Adjustment must contain all applicable information and representations and warranties required therebythe adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailable at Closing, Xxxxxxx’s good faith estimates will be used at Closing subject to final adjustments in accordance with the terms hereof. (b) Unless the Principal Stockholder raises an objection Notwithstanding anything to the Claim described contrary in such Request for Adjustment pursuant this Agreement: (i) at Closing, all adjustments to Section 5(cthe Unadjusted Purchase Price (whether positive or negative) shall be made (x) sixty-five percent (65%) in cash (increasing or decreasing the Cash Purchase Price), US Holdco may withdraw no earlier than and (y) thirty-five percent (35%) in Parent Common Equity (on the day basis that is 30 days after each share of Parent Common Equity shall be valued at the Request for Adjustment was delivered in Share Price) (increasing or decreasing the manner specified by Section 6 an amount equal number of shares of Parent Common Equity to be issued to the amount Sellers as part of the Claim Equity Purchase Price): provided, however: (A) that any upward adjustments under Section 2.4(k) shall be made only in such Request for Adjustment. US Holdco cash (and not in shares of Parent Common Equity), with the remaining adjustment to the Unadjusted Purchase Price settled on the sixty-five percent (65%) / thirty-five percent (35%) pro rata basis set forth in clause (i) above; (B) the number of shares of Parent Common Equity comprising the Equity Purchase Price at Closing shall not withdraw any amount from exceed nineteen and ninety-nine hundredths percent (19.99%) of all issued and outstanding shares of Parent Common Equity as of immediately prior to Closing, and with respect to all net upward adjustments made in shares of Parent Common Equity based on the Account if the Principal Stockholder has raised any objections Share Price, such aggregate adjustments as to the Claim Sellers shall be made until such maximum percentage is reached, after which point any additional upward adjustment to the Unadjusted Purchase Price made at Closing shall be made in cash to the Request for Adjustment pursuant Cash Purchase Price only; and (ii) after Closing, all adjustments to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwisethe Unadjusted Purchase Price shall be made in cash. (c) The Principal Stockholder may object Notwithstanding anything to any Claim made the contrary in such Request for Adjustment by notifying US Holdco of such objection no later than this Agreement, in determining the day that is 30 days after the Request for Adjustment has been delivered in the manner specified by adjustments contemplated under Section 62.4(a), except that the Principal Stockholder may only so object for the following reasonsshall be taken into account to the extent not in express conflict with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities: (i) the Request following shall be deemed to constitute Working Capital Assets of a Subject Company Group (without duplication or limitation): (A) all Cash and Cash Equivalents of such Subject Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments or similar items and all insurance proceeds receivable by any Subject Company Group attributable to periods prior to the Effective Time; (B) the amount of all pre-paid or deposited Property Costs and all other costs and expenses (other than Taxes) paid by or on behalf of such Subject Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time that are not reimbursed or repaid to such Subject Company Group prior to the Effective Time, including (1) bond and insurance premiums and deductibles paid or borne by or on behalf of such Subject Company Group with respect to any period after the Effective Time (prorated as applicable, and, with respect to any insurance premiums pertaining to insurance policies that will not be retained by a member of the applicable Subject Company Group after Closing, limited only to prepayments for Adjustment the period between the Effective Time and Closing), (2) Royalties, (3) cash calls to Third Party operators, (4) bonus, lease extensions, rentals and other lease maintenance payments not due or payable until after the Effective Time and (5) annual registration fees and/or well registration fees attributable to any period after the Effective Time (prorated as applicable), but in any event excluding (x) any Transaction Costs, (y) amounts attributable to Excluded Assets, and (z) any amounts that would constitute “Leakage”; (C) all unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale of Hydrocarbons produced from or attributable to the Oil and Gas Properties, in each case, net of any applicable Customary Hydrocarbon Deductions, together with any other unpaid amounts receivables earned by or owed to such Subject Company Group, in each case during any period before the Effective Time to the extent reasonably likely to be received by the Subject Company Group within the one hundred twenty (120) day period after the Closing Date; (D) if any member of such Subject Company Group is the operator under an operating agreement covering any of the Assets or assets then owned by such Subject Company Group, an amount equal to the Property Costs and other costs and expenses paid before the Effective Time by such Subject Company Group, such Seller or any of its or their Affiliates on behalf of the other joint interest owners without reimbursement prior to the Effective Time (including through netting of revenues paid to such joint interest owners) that are attributable to periods after the Effective Time, in each case, only to the extent that such costs and expenses are (1) permitted to be charged to such joint interest owners under the applicable joint operating agreement, unit operating agreement, pooling agreement, pooling order or production sharing agreement or similar Contract and (2) reasonably likely to be received by the Subject Company Group (x) within the one hundred twenty (120) day period after the Closing Date or (y) recovered from such Third Party via netting of offsets under applicable Contracts); and (E) with respect to any Imbalances where such Subject Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to such Subject Company Group for such Imbalances as of the Effective Time if the applicable Contract governing such Imbalance requires monthly cash balancing, or, if monthly cash balancing is not in all material respects in compliance with required under such applicable Contract, on the requirements basis of Section 5(a) abovethe applicable Settlement Price; orand (ii) the representations contained in following shall be deemed to constitute Working Capital Liabilities of a Subject Company Group (without duplication or limitation): (A) the Request amount of all Property Costs payable by such Subject Company Group that are unpaid as of the Effective Time with respect to operations on or relating to the Assets that are attributable to periods prior to the Effective Time; and (B) with respect to any Imbalances where such Subject Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate amount owed by such Subject Company Group to Third Parties for Adjustment are such Imbalances as of the Effective Time, if the applicable Contract governing such Imbalance requires monthly cash balancing, or, if monthly cash balancing is not accurate in all material respectsrequired under such applicable Contract, on the basis of the applicable Settlement Price. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder All adjustments and payments made pursuant to Section 5(c) this Article 2 shall not constitute or give rise to a Loss be without duplication of any Relevant Party in respect of such disputeother amounts paid or received under this Agreement. (e) After For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (i) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Oil and Gas Properties when they are produced into the tank batteries related to each Well and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Oil and Gas Properties when they pass through the delivery point sales meters or similar meters at the point of entry into the pipelines through which they are transported. The Parties shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging or strapping data are not available. (f) Surface use or damage fees and other Property Costs that are paid periodically (including deficiency or shortfall payments pertaining to minimum volume commitments or similar requirements that accrue on a periodic basis (e.g., quarterly, semi-annually or annually)) shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject to the provisions of this Agreement; provided such reports shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse PersonsTime.

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment All adjustments to the Principal Stockholder Unadjusted Purchase Price shall be made (i) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable, in accordance with GAAP and XXXXX (provided, however, in the manner specified event of any conflict between GAAP and XXXXX, GAAP shall control), as consistently applied by the applicable Subject Company Group prior to Closing (the “Accounting Principles”) except that the Accounting Principles shall not apply to any adjustments to the extent inconsistent with the provisions of Section 6 11.1 and such Request (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital of any Subject Company Group shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for Adjustment must contain all applicable information and representations and warranties required therebythe adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailable at Closing, Sellers’ Representative’s good faith estimates will be used at Closing subject to final adjustments in accordance with the terms hereof. (b) Unless the Principal Stockholder raises an objection Notwithstanding anything to the Claim described contrary in such Request for Adjustment pursuant this Agreement: (i) all adjustments to Section 5(cthe Unadjusted Purchase Price made at Closing (as reflected in the Preliminary Settlement Statement), US Holdco may withdraw no earlier other than the day Adjustment Deposit or, if applicable, the Defect Deposit and Additional Lease Deposit, shall be made pro rata such that is 30 days after the Request for Adjustment was delivered Cash Percentage of such adjustments shall be made in cash and the manner specified by Equity Percentage of such adjustments shall be made in Parent Common Equity (based on the Share Price); provided, however: (A) all upward adjustments under Section 6 2.4(b) and Section 2.4(d)(ii) shall be made only in cash (and not shares of Parent Common Equity) up to an amount equal to Two Hundred Million Dollars ($200,000,000) in the amount aggregate for all of the Claim Subject Company Groups, following which all upward adjustments under Section 2.4(b) and Section 2.4(d)(ii) shall be made pro rata such that the Cash Percentage of such adjustments shall be made in cash and the Equity Percentage of such Request for Adjustment. US Holdco adjustments shall be made in Parent Common Equity (based on the Share Price); and (B) the number of shares of Parent Common Equity comprising the Equity Purchase Price at Closing, including any shares of Parent Common Equity comprising the Defect Deposit Equity Amount (if any) shall not withdraw exceed nineteen and ninety-nine hundredths percent (19.99%) of all issued and outstanding shares of Parent Common Equity as of immediately prior to Closing, and with respect to all net upward adjustments made in shares of Parent Common Equity based on the Share Price, such aggregate adjustments as to all Sellers shall be made until such maximum percentage is reached, after which point any additional upward adjustment to the Unadjusted Purchase Price made at Closing shall be made in cash to the Cash Purchase Price only; and (ii) any adjustments to the Unadjusted Purchase Price made after Closing (including any amount from the Account if the Principal Stockholder has raised any objections to the Claim made included in the Request for Adjustment pursuant to final settlement statement delivered under Section 5(c2.7(b)) until such time as such objections have been resolved pursuant to Section 7(g) or otherwiseshall be settled in cash only. (c) The Principal Stockholder may object Notwithstanding anything to any Claim made the contrary in such Request for Adjustment by notifying US Holdco this Agreement, in determining the adjustments contemplated under Section 2.4(a), the following shall be taken into account to the extent not in express conflict with the definitions of such objection no later than the day that is 30 days after the Request for Adjustment has been delivered in the manner specified by Section 6Effective Time Working Capital, except Working Capital Assets and Working Capital Liabilities; provided that the Principal Stockholder may only so object for following shall in no way be construed as a limitation to the following reasonsdefinition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities: (i) the Request following shall be deemed to constitute Working Capital Assets of a Subject Company Group (without duplication or limitation): (A) all Cash and Cash Equivalents of such Subject Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments or similar items and all insurance proceeds receivable by any Subject Company Group attributable to periods prior to the Effective Time; (B) the amount of all pre-paid or deposited Property Costs paid by or on behalf of such Subject Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time that are not reimbursed or repaid to such Subject Company Group prior to the Effective Time, including (1) bond and insurance premiums and deductibles paid or borne by or on behalf of such Subject Company Group with respect to any period after the Effective Time (prorated as applicable, and, with respect to any insurance premiums pertaining to insurance policies that will not be retained by a Subject Company after Closing, limited only to prepayments for Adjustment the period between the Effective Time and Closing), (2) Royalties, (3) cash calls to Third Party operators, (4) bonus, lease extensions, rentals and other lease maintenance payments not due or payable until after the Effective Time and (5) annual registration fees and/or well registration fees not due and payable until after the Effective Time (prorated as applicable), but in any event excluding (x) any Transaction Costs and (y) any amounts that would constitute “Leakage”; (C) such Subject Company Group’s entitlement of any merchantable Hydrocarbons in tanks or storage facilities produced from or credited to the Assets, to the extent above the load line, produced from or attributable to the Assets at the Effective Time based upon the quantities in tanks or storage facilities that are (x) upstream of the pipeline connection or (y) upstream of the sales meter, as applicable, as of the Effective Time multiplied by the applicable Settlement Price, in each case, net of any Specified Hydrocarbon Deductions; (D) all unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale of Hydrocarbons produced from or attributable to the Oil and Gas Properties, in each case, net of any Specified Hydrocarbon Deductions, together with any other unpaid amounts receivables earned by or owed to such Subject Company Group, in each case during any period before the Effective Time to the extent reasonably likely to be received by the Subject Company Group within the one hundred twenty (120)-day period after the Closing Date; (E) if any Subject Company thereof is the operator under an operating agreement covering any of the Assets or assets then owned by such Subject Company Group, an amount equal to the Property Costs and other costs and expenses paid before the Effective Time by such Subject Company Group, such Seller or any of its or their Affiliates on behalf of the other joint interest owners without reimbursement prior to the Effective Time (including through netting of revenues paid to such joint interest owners) that are attributable to periods after the Effective Time, in each case, only to the extent that such costs and expenses are (1) permitted to be charged to such joint interest owners under the applicable joint operating agreement, production sharing agreement or similar Contract and (2) reasonably likely to be received by the Subject Company Group within the one hundred twenty (120)-day period after the Closing Date; and (F) with respect to any Imbalances where such Subject Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate cash amount owed by Third Parties to such Subject Company Group for such Imbalances as of the Effective Time if the applicable Contract governing such Imbalance requires monthly cash balancing or, if monthly cash balancing is not in all material respects in compliance with required under such applicable Contract, on the requirements basis of Section 5(a) above; orthe applicable Settlement Price. (ii) the representations contained in following shall be deemed to constitute Working Capital Liabilities of a Subject Company Group (without duplication or limitation): (A) the Request amount of all Property Costs payable by such Subject Company Group that are unpaid as of the Effective Time with respect to operations on or relating to the Assets that are attributable to periods prior to the Effective Time; and (B) with respect to any Imbalances where such Subject Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate cash amount owed by such Subject Company Group to Third Parties for Adjustment are such Imbalances as of the Effective Time if the applicable Contract governing such Imbalance requires monthly cash balancing or, if monthly cash balancing is not accurate in all material respects.required under such applicable Contract, on the basis of the applicable Settlement Price; (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder All adjustments and payments made pursuant to Section 5(c) this Article 2 shall not constitute or give rise to a Loss be without duplication of any Relevant Party in respect of such disputeother amounts paid or received under this Agreement. (e) After For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (i) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Oil and Gas Properties when they are produced into the tank batteries related to each Well and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Oil and Gas Properties when they pass through the delivery point sales meters or similar meters at the point of entry into the pipelines through which they are transported. The Parties shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging or strapping data are not available. (f) Surface use or damage fees and other Property Costs that are paid periodically (including deficiency or shortfall payments pertaining to minimum volume commitments or similar requirements that accrue on a periodic basis (e.g., quarterly, semi-annually or annually)) shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time through Time. (g) In determining the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject to the provisions of this Agreement; provided such reports shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver amount of the attorney-client privilegeWorking Capital Assets of a Subject Company Group, work product doctrine or oil country tubular goods, spare parts, backup tangible inventory and other protection from compulsory disclosure. On inventory that are booked under GAAP as property, plant and equipment, materials and supplies, other assets and current assets associated with discontinued operations shall be valued, in each case, based on the request applicable fair market value of such assets and property as of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse PersonsEffective Time.

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment At least five Business Days prior to the Principal Stockholder Closing, the Contributor Parties shall prepare and deliver to the Partnership a statement setting forth the Contributor Parties’ calculation of the adjustments pursuant to Section 2.9, together with reasonably sufficient detail to support such calculation, and the Parties shall work in good faith to agree on the manner specified amount of such calculation by Section 6 the Closing, and the amount as so agreed shall be referred to as the “Closing Adjustment;” provided, that if the Parties are unable to agree on such Request for Adjustment must contain all applicable information and representations and warranties required therebycalculation, then the Contributor Parties’ original calculation thereof shall be the Closing Adjustment. (b) Unless The Partnership shall notify the Principal Stockholder raises an objection Contributor Parties in writing no later than one Business Day prior to the Claim described in such Request for Adjustment pursuant to Section 5(c), US Holdco may withdraw no earlier than Closing (the day that is 30 days after the Request for Adjustment was delivered in the manner specified by Section 6 an amount equal “Dispute Deadline”) of any disagreements or disputes with respect to the amount Closing Adjustment (a “Dispute”). If the Partnership does not give written notice to Contributor Parties of a Dispute (a “Dispute Notice”) on or prior to the Dispute Deadline, the Closing Adjustment shall be deemed accepted and agreed to by the Parties and shall be final and binding upon the Parties with no further adjustments thereto. If the Partnership has a Dispute, the Partnership shall deliver to Contributor Parties a Dispute Notice prior to the Dispute Deadline, setting forth, in reasonable detail, the elements and amounts with which it disagrees and the reasons therefor. During the 15-day period following the delivery of the Claim Dispute Notice, the Parties shall use commercially reasonable efforts to resolve the Dispute and agree in such Request for writing upon the adjusted Closing Adjustment (the “Estimated Final Adjustment”). US Holdco shall not withdraw any amount from If the Account if the Principal Stockholder has raised any objections Parties agree as to the Claim made in Estimated Final Adjustment within such 15-day period, such Estimated Final Adjustment as so agreed shall be final and binding upon the Request for Adjustment pursuant to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwiseParties. (c) If the Parties are unable to resolve any Dispute within the 15-day period after the Partnership’s delivery of a Dispute Notice, the Parties shall jointly engage a mutually agreed upon nationally recognized accounting firm (the “Arbitrating Accountant”) as arbitrator to promptly resolve any Disputes. The Principal Stockholder may object Arbitrating Accountant’s sole function shall be to resolve the Dispute as specifically set forth in reasonable detail in the Dispute Notice with respect to the determination of the Estimated Final Adjustment consistent with the calculation of the Closing Adjustment. The Arbitrating Accountant shall allow the Parties to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each Party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no other hearings or any Claim made oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall thereafter promptly render its determination on the Dispute in writing and finalize the Estimated Final Adjustment; provided, that such Request written determination shall provide for the Estimated Final Adjustment by notifying US Holdco of such objection to be no later less than the day amount proposed by the Partnership and no higher than the amount proposed by the Contributor Parties (the “Closing Adjustment Dispute Range”). Such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. The Partnership and the Contributor Parties shall each bear half of the fees and expenses of the Arbitrating Accountant. (d) The Estimated Final Adjustment for the Xxxxxxxx Entities that is 30 days final and binding on the parties hereto as determined in accordance with the terms of Section 2.10(b) or Section 2.10(c), as applicable, shall be the “Final Adjustment,” with such Final Adjustment not being outside of the Closing Adjustment Dispute Range. Within ten Business Days after the Request for Adjustment has been delivered in determination of the manner specified by Section 6, except that the Principal Stockholder may only so object for the following reasonsFinal Adjustment: (i) If the Request for Final Adjustment is not expressed as a positive or negative number, as applicable, exceeds the Closing Adjustment expressed as a positive or negative number, as applicable, then the Partnership shall pay, by wire transfer of immediately available funds to an account designated in all material respects writing by the Contributor Parties, the amount of such excess; (ii) If the Closing Adjustment expressed as a positive or negative number, as applicable, exceeds the Final Adjustment expressed as a positive or negative number, as applicable, then Contributor Parties shall pay, by wire transfer of immediately available funds to an account designated in compliance with writing by the requirements Partnership, the amount of Section 5(a) abovesuch excess; or (iiiii) If the representations contained in the Request for Final Adjustment are not accurate in all material respects. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder pursuant to Section 5(c) shall not constitute or give rise to a Loss of any Relevant Party in respect of such dispute. (e) After the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject equal to the provisions of this Agreement; provided such reports Closing Adjustment, then no adjustment or payment shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such agreement or arrangement would be enforceable against adverse Personsmade.