Common use of Closing and Post-Closing Accounting Settlements Clause in Contracts

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceeds the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess. (b) On or before ninety (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 2.2, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments shall be made under this Agreement.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess. (b) On or before ninety As promptly as reasonably practicable but in no event later than one hundred eighty (90180) days after Closing, Buyer shall prepare and deliver to Seller a statement setting forth the additional adjustments required, in Buyer’s opinion, to the Purchase Price. Within ten (10) days thereafter, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.2, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments to the Purchase Price shall be made under this AgreementSection 2.3.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.211. 1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price number of Preferred Shares to be paid delivered at Closing, and, if the converse is true, Buyer shall pay increase the number of Preferred Shares delivered to Seller, at Closing (in addition to amounts otherwise then owed), for the amount of such excess, in each case determined on the basis of one Preferred Share for each $50 of adjustment. (b) On or before ninety (90) 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 2.2Sections 11.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Sellerin the manner provided in subsection (a) above. Following such additional adjustments, no further adjustments shall be made under this AgreementArticle XI.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2SECTION 10. 1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Preferred Portion of the Purchase Price to be paid at ClosingPrice, and, if the converse is true, Buyer the Preferred Portion of the Purchase Price shall pay to Seller, at Closing (in addition to amounts otherwise then owed), be increased by the amount of such excess. If no adjustment of the type contemplated under this SUBSECTION (a) is made at or before Closing and Seller should thereafter receive any net proceeds attributable to oil or gas produced after the Effective Date, Seller shall promptly remit such net proceeds to Buyer. (b) On or before ninety (90) 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 2.2SECTION 10.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Sellerin the manner provided in SUBSECTION (a) above. Following such additional adjustments, no further adjustments shall be made under this Agreement.ARTICLE X.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in in Section 2.27.1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to SellerSellers, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to SellerSellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess. (b) On or before ninety (90) days after Closing, Buyer and Seller Sellers shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.27.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller Sellers to Buyer or from Buyer to SellerSellers. Following such additional adjustments, no further adjustments shall be made under this AgreementArticle VII.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2SECTION 9. 1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excessexcess in Readily Available Funds. (b) On or before ninety (90) 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 2.2SECTION 9.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following . (c) If Buyer discovers any rents, royalties or other proceeds to which Seller is entitled in connection with the Property Interest with respect to any period prior to the Closing Date but which Seller has not previously billed or received, Buyer and Seller shall each receive one-half (1/2) of such additional adjustmentsrents, no further adjustments shall be made under this Agreementroyalties or other proceeds.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.29.1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid to Buyer in cash at Closing, and, if the converse is true, Buyer shall pay at Closing to Seller, at Closing (through the issuance of Series A Preferred Stock in addition to amounts otherwise then owedowed (valued at the Preference Amount), the amount of such excess. (b) On or before ninety (90) 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 2.29.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments shall be made under this AgreementArticle IX.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.28. 1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds Future Sub exceed the amount of adjustments so determined which would result in a credit to Sellerthe Bargx Xxxities, Buyer Future Sub shall be entitled to receive a credit, for cash payment from Bargx xx the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay Bargx xxxll be entitled to Seller, at Closing (in addition to amounts otherwise then owed), receive a cash payment from Future by the amount of such excess. If no adjustment of the type contemplated under this subsection (a) is made at or before Closing and Bargx xxxuld thereafter receive any net proceeds attributable to oil or gas produced after the Effective Date, Bargx xxxll promptly remit such net proceeds to Future. (b) On or before ninety (90) 90 days after Closing, Buyer Future and Seller shall Bargx xxxll review any additional information which may then be available pertaining to the adjustments provided for in Section 2.28.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Sellerin the manner provided in subsection (a) above. Following such additional adjustments, no further adjustments shall be made under this AgreementArticle VIII with respect to the matters contemplated by this Article.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.28. 1. If the amount of adjustments so determined which would result in a credit to Buyer exceeds Future Sub exceed the amount of adjustments so determined which would result in a credit to Sellerthe Bargo Entities, Buyer Futurx Xxx shall be entitled to receive a credit, for cash payment from Bargo by the amount of such xx xxch excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer Bargo shall pay to Seller, at Closing (in addition to amounts otherwise then owed), be entitlxx xx receive a cash payment from Future by the amount of such excess. If no adjustment of the type contemplated under this subsection (a) is made at or before Closing and Bargo should thereaftxx xxceive any net proceeds attributable to oil or gas produced after the Effective Date, Bargo shall promptly xxxxx such net proceeds to Future. (b) On or before ninety (90) 90 days after Closing, Buyer Future and Seller Bargo shall review any additional axx xxditional information which may then be available pertaining to the adjustments provided for in Section 2.28.1, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Sellerin the manner provided in subsection (a) above. Following such additional adjustments, no further adjustments shall be made under this AgreementArticle VIII with respect to the matters contemplated by this Article.

Closing and Post-Closing Accounting Settlements. (a) Five (5) Business Days At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceeds exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess. (b) Operating revenues and expenses shall be settled after Closing and paid in the same manner applicable to operating revenues and expenses as provided in the Operating Agreement attached as Exhibit 7.10. (c) On or before ninety (90) 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 2.2, shall determine if any additional adjustments (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 such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to SellerSeller in cash. Following such additional adjustments, no further adjustments shall be made under this Agreement.Section 2.3, except that, any adjustments to the proration of ad valorem taxes used at Closing shall be made after such 90 day period promptly following such time as the actual ad valorem taxes become known. 6