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 2.2. If the amount of adjustments so determined which would result in a credit to Buyer 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 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 in cash. Following such additional adjustments, no further adjustments shall be made under this 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.

Closing and Post-Closing Accounting Settlements. (a) At or before Four (4) business days prior to Closing, the parties Seller shall determineprepare and deliver to Buyer, based upon the best information then reasonably available to themSeller, a statement reflecting the amount of the adjustments expressly provided for in this Agreement, including in Section 2.23.1, Section 6.4 and Section 10.1 and Article VII. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer the Unadjusted Purchase Price shall receive a credit, for be reduced by the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer the Unadjusted Purchase Price shall pay to Seller, at Closing (in addition to amounts otherwise then owed), be increased by 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 90 one hundred twenty (120) days after ClosingClosing (“Post Close Settlement Date”), Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments expressly provided for in this Agreement, including in Section 2.23.1, Section 6.4 and Section 10.1 and Article VII, 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, as applicable, within ten (10) days of the Post Close Settlement Date. (c) Should any additional items which would be the subject of adjustments expressly provided for in Section 3.1, Section 6.4 and Section 10.1 or Article VII come to the attention of Buyer or Seller in cash. Following after such additional adjustmentsadjustments under Section 10.2(b) are concluded, no further such adjustments shall be made under this Section 2.3, except that, any adjustments by appropriate payments from Buyer to Seller or from Seller to Buyer within ten (10) days of the proration discovery 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 knownadjustments.

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 2.210.01. If the amount of adjustments so determined which would result in a credit to Buyer 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 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 10.01 with respect to the Prepaid Amounts (to the extent such adjustments have not already been taken into account pursuant to paragraph (a) above), and expenses shall make any such adjustments by appropriate payments from Buyer to Seller. These adjustments and the appropriate payments from Buyer shall be settled after Closing determined (i) on an individual AFE-by-AFE basis and paid (ii) independently of adjustments provided for in the same manner applicable Section 10.01 with respect to operating revenues expenses other than those relating to Prepaid Amounts, which such other adjustments shall be made pursuant to paragraphs (c) and expenses as provided in the Operating Agreement attached as Exhibit 7.10(d) below. (c) On or before 90 45 days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.210.01, 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. (d) Should any additional items which would be the subject of adjustments provided for in Section 10.01 above come to the attention of Buyer or Seller in cash. Following after such additional adjustmentsadjustments under paragraph (c) above are concluded, no further such adjustments shall be made under this Section 2.3, except that, any adjustments by appropriate payments from Buyer to Seller or from Seller to Buyer. (e) Buyer shall afford seller and its representatives reasonable access to all Buyer’s books and records and other documents pertaining to the proration items which are or should be the subject of ad valorem taxes used at Closing shall be made after the adjustments provided for in Section 10.01 to enable Seller to verify all such 90 day period promptly following such time as the actual ad valorem taxes become knownadjustments.

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 2.210. 1. If the amount of adjustments so determined which would result in a credit to Buyer 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 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 expenses shall make any such adjustments by appropriate payments from Buyer to Seller. These adjustments and the appropriate payments from Buyer shall be settled after Closing determined (i) on an individual AFE-by-AFE basis and paid (ii) independently of adjustments provided for in the same manner applicable Section 10.1 with respect to operating revenues expenses other than those relating to Prepaid Amounts, which such other adjustments shall be made pursuant to paragraphs (c) and expenses as provided in the Operating Agreement attached as Exhibit 7.10(d) below. (c) On or before 90 45 days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.210.1, 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. (d) Should any additional items which would be the subject of adjustments provided for in Section 10.1 above come to the attention of Buyer or Seller in cash. Following after such additional adjustmentsadjustments under paragraph (c) above are concluded, no further such adjustments shall be made under this Section 2.3by appropriate payments from Buyer to Seller or from Seller to Buyer. (e) Buyer shall afford Seller and its representatives reasonable access to, except thatand furnish Seller with copies of, any adjustments all Buyer's books and records and other documents pertaining to the proration items which are or should be the subject of ad valorem taxes used at Closing shall be made after the adjustments provided for in Section 10.1 to enable Seller to verify all such 90 day period promptly following such time as the actual ad valorem taxes become knownadjustments.

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 2.2Sections 9.1 and 9.3 above. If the amount of adjustments so determined which would result in a credit to Buyer Purchaser exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer Purchaser 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 Purchaser 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 90 one hundred twenty (120) days after Closing, Buyer Purchaser and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.2Sections 9.1 and 9.3, shall determine if any additional adjustments (whether the same be made to account for expenses taxes 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 Purchaser or from Buyer Purchaser to Seller. Each of Purchaser and Seller shall use its commercially reasonable efforts to share any information available to such party and pertaining to the adjustments contemplated by Sections 9.1 and 9.3 and this Section 9.4 with the other party. Should any additional items which would be the subject of adjustments provided for in cash. Following Sections 9.1 and 9.3 above come to the attention of Purchaser or Seller after such additional adjustmentsadjustments in this section above are concluded, no further such adjustments shall be made under this Section 2.3, except that, any adjustments by appropriate payments from Purchaser 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 knownSeller or from Seller to Purchaser.