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

Closing and Post-Closing Accounting Settlements. (a) 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 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the Closing. If the amount of adjustments so determined which would result in a credit to Partnership exceed the amount of adjustments so determined which would result in a credit to Partner, the Agreed Value shall be decreased by the amount of such excess at Closing, and, if the converse is true, the Agreed Value shall be increased by the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustments. (b) On or before 90 days after Closing (the "FINAL SETTLEMENT DATE"), Partnership and Partner shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1, shall determine if any additional adjustments to the Agreed Value (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. Such additional adjustments shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Date. (c) Should any additional items which would be the subject to adjustments provided for in SECTION 10.1 above come to the attention of Partnership or Partner after the Final Settlement Date, appropriate adjustments shall be made to the Limited Partner's capital contribution pursuant to Section 3.2(a) of the Partnership Agreement and the special distribution to the general partner of the Partnership under Section 4.3(b) of the Partnership Agreement.

Closing and Post-Closing Accounting Settlements. (a) At or before ClosingNo later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the ClosingSection 2.2. If the amount of adjustments so determined which would result in a credit to Partnership exceed Buyer exceeds the amount of adjustments so determined which would result in a credit to PartnerSellers, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) On or before 90 120 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Sellers shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2, shall determine if any additional adjustments to the Agreed Value (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 Sellers to Buyer or from Buyer to Sellers. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Datemade under this Section 2.3. (c) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an “Accounting Dispute”) that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve prior to the attention end of Partnership the 120 day period in Section 2.3(b) above, then, at the written request of either Sellers or Partner Buyer (the “Request Date”), each of Sellers and Buyer shall nominate and commit one of their senior officers to meet at a mutually agreed time and place not later than ten days after the Final Settlement Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, appropriate adjustments any party shall have the right, by written notice to the other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to an independent public accounting firm mutually agreeable to the parties, which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and each party’s corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Sellers and Buyer.

Closing and Post-Closing Accounting Settlements. (a) 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 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the ClosingSection 2.2. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSeller, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) On or before 90 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Seller shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2, shall determine if any additional adjustments to the Agreed Value (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. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Datemade under this Section 2.3. (c) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an "Accounting Dispute") that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve, then, at the written request of either Seller or Buyer (the "Request Date"), each of Seller and Buyer shall nominate and commit one of its senior officers to meet at a mutually agreed time and place not later than ten days after the Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, any party shall have the right, by written notice to the attention other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a nationally recognized independent public accounting firm commonly considered as one of Partnership or Partner after the Final Settlement Date"Big 4" and reasonably acceptable to Seller and Buyer, appropriate adjustments which firm shall serve as sole arbitrator (the "Accounting Referee"). The scope of the Accounting Referee's engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Seller and Buyer.

Closing and Post-Closing Accounting Settlements. (a) 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 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the Closing. If the amount of adjustments so determined which would result in a credit to Partnership exceed the amount of adjustments so determined which would result in a credit to Partner, the Agreed Value shall be decreased by the amount of such excess at Closing, and, if the converse is true, the Agreed Value shall be increased by the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustments. (b) On or before 90 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Seller shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2, shall determine if any additional adjustments to the Agreed Value (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. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Datemade under this Section 2.3. (cb) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an “Accounting Dispute”) that the subject Parties have been unable to adjustments provided for in SECTION 10.1 above come resolve prior to the attention end of Partnership the 90 day period in Section 2.3(b) above, then, at the written request of either Seller or Partner Buyer (the “Request Date”), each of Seller and Buyer shall nominate and commit one of their senior officers to meet at a mutually agreed time and place not later than ten days after the Final Settlement Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, appropriate adjustments any Party shall have the right, by written notice to the other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to an independent public accounting firm mutually agreeable to the Parties, which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the Parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the Parties as an award under Section 4.3(b) the Federal Arbitration Act and final and non-appealable to the maximum extent permitted by Law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any Party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Seller and Buyer.

Closing and Post-Closing Accounting Settlements. (a) 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 Section 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the Closing. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSeller, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) Within 10 business days after Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 10.1 with respect to the Prepaid Amounts (to the extent such adjustments have not already been taken into account pursuant to paragraph (a) above), and shall make any such adjustments by appropriate payments from Buyer to Seller. These adjustments and the appropriate payments from Buyer shall be determined (i) on an individual AFE-by-AFE basis and (ii) independently of adjustments provided for in Section 10.1 with respect to expenses other than those relating to Prepaid Amounts, which such other adjustments shall be made pursuant to paragraphs (c) and (d) below. (c) On or before 90 45 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Seller shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION Section 10.1, shall determine if any additional adjustments to the Agreed Value (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. Such additional , and shall make any such adjustments shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on appropriate payments from Seller to Buyer or before the Final Settlement Datefrom Buyer to Seller. (cd) Should any additional items which would be the subject to of adjustments provided for in SECTION Section 10.1 above come to the attention of Partnership Buyer or Partner Seller after the Final Settlement Datesuch adjustments under paragraph (c) above are concluded, appropriate such adjustments shall be made by appropriate payments from Buyer to Seller or from Seller to Buyer. (e) Buyer shall afford Seller and its representatives reasonable access to, and furnish Seller with copies of, all Buyer’s books and records and other documents pertaining to the Limited Partner's capital contribution pursuant to Section 3.2(a) items which are or should be the subject of the Partnership Agreement and the special distribution adjustments provided for in Section 10.1 to the general partner of the Partnership under Section 4.3(b) of the Partnership Agreementenable Seller to verify all such adjustments.

Closing and Post-Closing Accounting Settlements. (a) At or before ClosingNo later than five Business Days prior to the Closing Date, Seller shall prepare and submit to Buyer a settlement statement setting forth, in reasonable detail, Seller’s good faith computation of the adjustments provided for in Section 2.2 (which computation shall be based on actual amounts (rather than estimated amounts) in Seller's possession. No later than three business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the ClosingSection 2.2. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSeller, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) On or before 90 days after Closing (After the "FINAL SETTLEMENT DATE")Closing, Partnership and Partner Seller shall review any additional information which may then be available pertaining to the computation of the adjustments provided for in SECTION 10.1Section 2.2 which was made at Closing and shall submit an updated settlement statement to Buyer within 90 days after the Closing Date. Seller and Buyer shall thereafter meet at a mutually agreeable time (but no later than 120 days after the Closing Date) to (i) review the updated settlement statement submitted by Seller, shall (ii) determine if in good faith whether any additional revisions are necessary and (iii) make any adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments to the Agreed Value (whether the same Purchase Price shall 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. Such additional adjustments shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Dateunder this Section 2.3. (c) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an "Accounting Dispute") that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve, then, at the written request of either Seller or Buyer (the "Request Date"), each of Seller and Buyer shall nominate and commit one of its senior officers to meet at a mutually agreed time and place not later than ten days after the Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, any party shall have the right, by written notice to the attention other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to Price Waterhouse Coopers or, if Price Waterhouse Coopers declines to accept the engagement contemplated hereby, a independent public accounting firm mutually agreeable to the Parties, (Price Waterhouse Coopers or such other agreed upon firm, the "Accounting Referee"). The scope of Partnership or Partner after the Final Settlement Date, appropriate adjustments Accounting Referee's engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Seller and Buyer.

Closing and Post-Closing Accounting Settlements. (a) At No later than five days prior to Closing, Seller shall present a proposed preliminary settlement statement (the “Preliminary Settlement Statement”) showing its preliminary calculation of the Purchase Price adjusted in accordance with Section 2.2, Section 2.3, and Section 2.4. Buyer shall advise Seller of any proposed changes or objections to the Preliminary Settlement Statement no less than two days prior to Closing and the parties shall thereafter diligently attempt to resolve all issues in regard to the Preliminary Settlement Statement on or before Closing. If such matters cannot be resolved as of the Closing Date, the parties shall determine, based upon Adjusted Purchase Price paid to Seller on the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such adjustments Closing Date shall be the Adjusted Purchase Price set forth in the Preliminary Closing Settlement Statement that prepared by Seller and the matter shall be mutually agreed upon and executed by resolved in connection with the parties at the Closing. If the amount of adjustments so determined which would result in a credit to Partnership exceed the amount of adjustments so determined which would result in a credit to Partner, the Agreed Value shall be decreased by the amount of such excess at Closing, and, if the converse is true, the Agreed Value shall be increased by the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsFinal Settlement Statement. (b) On or before 90 December 31, 2008, Seller shall prepare and deliver to Buyer, in accordance with this Agreement and U.S. generally accepted accounting principles, a statement (the “Final Settlement Statement”) setting forth each adjustment or payment that is in addition to or different from what was contained in the Preliminary Settlement Statement and showing the calculation of such adjustments. Immediately thereafter, Seller shall cooperate with and provide Buyer reasonable access to all details, documents, and personnel that Buyer reasonably requires in order to audit the Final Settlement Statement. Within thirty (30) days after Closing (receipt of the "FINAL SETTLEMENT DATE")Final Settlement Statement, Partnership and Partner Buyer shall review deliver to Seller a written report containing any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1, shall determine if any additional adjustments to the Agreed Value (whether the same changes that Buyer proposes be made to account for expenses or revenues not considered the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-closing adjustment no later than ten days after Seller has received Buyer’s proposed changes. If (i) the additional adjustments result in making the adjustments made a higher Adjusted Purchase Price than that paid by Buyer at Closing, Buyer shall pay in immediately available federal funds the amount of such difference to Seller or to correct errors made Seller’s account (as designated by Seller), or (ii) the additional adjustments result in such adjustments) should be made beyond those made a lower Adjusted Purchase Price than that paid by Buyer at Closing. Such additional adjustments , Seller shall be set forth pay in a Final Closing Statement that shall be mutually agreed upon and executed immediately available federal funds the amount of such difference to Buyer or to Buyer’s account (as designated by the parties on or before the Final Settlement DateBuyer). (c) Should If a dispute arises under Section 2.5(b) with respect to any additional items which would be adjustments (an “Accounting Dispute”) that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve, then, at the written request of either Seller or Buyer (the “Request Date”), each of Seller and Buyer shall nominate and commit one of its senior officers to meet at a mutually agreed time and place not later than ten days after the Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, any party shall have the right, by written notice to the attention other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a nationally recognized independent public accounting firm commonly considered as one of Partnership or Partner after the Final Settlement Date“Big 4” and reasonably acceptable to Seller and Buyer, appropriate adjustments which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2, Section 2.3, and Section 2.4. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Seller and Buyer.

Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties Parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the ClosingSection 2.2. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSeller, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) On or before 90 one hundred eighty (180) days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Seller shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2, shall determine if any additional adjustments to the Agreed Value (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. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be made under this Section 2.3. (c) If a dispute arises under Section 2.3(b) with respect to any additional adjustments (an “Accounting Dispute”) that the Parties have been unable to resolve, then, at the written request of either Seller or Buyer (the date such request is made, the “Request Date”), Seller and Buyer shall nominate and commit one of its senior officers to meet at a mutually agreed time and place not later than fifteen (15) days after the Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of thirty (30) days after the Request Date, any Party shall have the right, by written notice to the other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a nationally recognized independent public accounting firm commonly considered as one of the “Big 4” and reasonably acceptable to Seller and Buyer, which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be limited to the resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 2.2. The Accounting Referee shall be instructed by the Parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the circumstances but in no event in excess of fifteen (15) days following the submission of the Accounting Dispute to the Accounting Referee. The decision and award of the Accounting Referee shall be binding upon the Parties as an award under the Federal Arbitration Act and final and non-appealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any Party as a final judgment of such court. The fees and expenses of the Accounting Referee shall be borne equally by Seller, on the one hand, and Buyer, on the other hand. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Parties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by any Party or Parties to the other(s) as a result of such final post-closing adjustments shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before paid within five (5) Business Days after the Final Settlement Date. (c) Should any additional items which would be the subject to adjustments provided for in SECTION 10.1 above come to the attention of Partnership or Partner after the Final Settlement Date, appropriate adjustments shall be made to the Limited Partner's capital contribution pursuant to Section 3.2(a) of the Partnership Agreement and the special distribution to the general partner of the Partnership under Section 4.3(b) of the Partnership Agreement.

Closing and Post-Closing Accounting Settlements. (a) At or before ClosingNo later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such Section 2.2 and, any other adjustments shall provided in this Agreement to be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties made at the ClosingClosing to the Purchase Price. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSellers, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess excess. If the parties are unable to resolve any disagreement concerning any proposed Purchase Price adjustment provided for in or to be made pursuant to Section 2.2 at Closing. Such adjustments shall constitute adjustments the Closing (excluding any adjustment provided for elsewhere in this Agreement, such as an adjustment resulting from a Title Defect ) then the amount of the adjustment to the Agreed Value pursuant Purchase Price with respect to SECTION 3.1 all disputed items shall be the amount that is midway between Sellers’ and the Adjusted Agreed Value shall take into account Buyer’s good faith proposed adjustment with respect to such adjustmentsdisputed items. (b) On or before 90 120 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Sellers shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2 and elsewhere in this Agreement, shall determine if any additional adjustments to the Agreed Value (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 Sellers to Buyer or from Buyer to Sellers. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be set forth made under this Section 2.3. This Section 2.3 shall not apply or pertain to any Party’s rights or obligations under Article XI, or with respect to any breach by any Party of any of its obligations, undertakings, representations or warranties contained in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Datethis Agreement. (c) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an “Accounting Dispute”) that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve prior to the attention end of Partnership the 120-day period in Section 2.3(b) above, except and excluding any dispute concerning any adjustment resulting from any Title Defect or Partner after the Final Settlement Datealleged Title Defect, appropriate adjustments which shall be made handled and resolved in accordance with Section 8.2, then any party shall have the right, by written notice to the Limited Partner's capital contribution other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a independent public accounting firm mutually agreeable to the parties, which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be limited to the resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by Applicable Law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Sellers, on the one hand, and Buyer, on the other hand.

Closing and Post-Closing Accounting Settlements. (a) At or before ClosingNo later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the ClosingSection 2.2. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSellers, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) On or before 90 120 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Sellers shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2, shall determine if any additional adjustments to the Agreed Value (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 Sellers to Buyer or from Buyer to Sellers. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Datemade under this Section 2.3. (c) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an “Accounting Dispute”) that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve prior to the attention end of Partnership the 120 day period in Section 2.3(b) above, then, at the written request of either Sellers or Partner Buyer (the “Request Date”), each of Sellers and Buyer shall nominate and commit one of their senior officers to meet at a mutually agreed time and place not later than ten days after the Final Settlement Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, appropriate adjustments any party shall have the right, by written notice to the other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a independent public accounting firm mutually agreeable to the Parties, which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Sellers and Buyer.

Closing and Post-Closing Accounting Settlements. (a) At or before ClosingNo later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. Such adjustments shall be set forth in the Preliminary Closing Statement that shall be mutually agreed upon and executed by the parties at the ClosingSection 2.2. If the amount of adjustments so determined which would result in a credit to Partnership Buyer exceed the amount of adjustments so determined which would result in a credit to PartnerSellers, the Agreed Value Buyer shall be decreased by receive a credit, for the amount of such excess excess, against the Purchase Price to be paid at Closing, and, if the converse is true, the Agreed Value Buyer shall be increased by pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess at Closing. Such adjustments shall constitute adjustments to the Agreed Value pursuant to SECTION 3.1 and the Adjusted Agreed Value shall take into account such adjustmentsexcess. (b) On or before 90 120 days after Closing (the "FINAL SETTLEMENT DATE")Closing, Partnership Buyer and Partner Sellers shall review any additional information which may then be available pertaining to the adjustments provided for in SECTION 10.1Section 2.2, shall determine if any additional adjustments to the Agreed Value (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 Sellers to Buyer or from Buyer to Sellers. Such Following such additional adjustments, no further adjustments to the Purchase Price shall be set forth in a Final Closing Statement that shall be mutually agreed upon and executed by the parties on or before the Final Settlement Datemade under this Section 2.3. (c) Should If a dispute arises under Section 2.3(b) with respect to any additional items which would be adjustments (an “Accounting Dispute”) that the subject parties have been unable to adjustments provided for in SECTION 10.1 above come resolve prior to the attention end of Partnership the 120 day period in Section 2.3(b) above, then, at the written request of either Sellers or Partner Buyer (the “Request Date”), each of Sellers and Buyer shall nominate and commit one of their senior officers to meet at a mutually agreed time and place not later than ten days after the Final Settlement Request Date to attempt to resolve same. If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, appropriate adjustments any party shall have the right, by written notice to the other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a independent public accounting firm mutually agreeable to the parties, which firm shall serve as sole arbitrator (the “Accounting Referee”). The scope of the Accounting Referee’s engagement shall be made limited to the Limited Partner's capital contribution resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 3.2(a) 2.2. The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the Partnership Agreement and circumstances but in no event in excess of 15 days following the special distribution submission of the Accounting Dispute to the general partner Accounting Referee. The decision and award of the Partnership Accounting Referee shall be binding upon the parties as an award under Section 4.3(b) the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court. The fees and expenses of the Partnership AgreementAccounting Referee shall be borne equally by Sellers and Buyer.