Common use of Closing Payment & Post-Closing Purchase Price Adjustments Clause in Contracts

Closing Payment & Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all Purchase Price adjustments provided for in this Agreement. Such estimated Adjusted Purchase Price, less the Deposit, shall constitute the dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). Purchaser may notify Seller of disagreements regarding the calculation of the Closing Payment no later than three (3) Business Days prior to the Closing Date, and the Parties shall in good faith attempt to resolve any such disagreements without delaying the Closing. If Seller and Purchaser are unable to reach agreement on all disputed items prior to the Closing, then the payment due at the Closing shall nevertheless be based on the calculation of the Closing Payment prepared by Seller, as adjusted to take into account any items on which the Parties do reach agreement prior to the Closing. (b) As soon as reasonably practicable after the Closing but not later than ninety (90) days following the Closing Date, Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items and taking into account all adjustments provided for in this Agreement. For the avoidance of doubt, (i) invoices related to the ownership or operation of the Pipeline Assets between the Effective Time and the Closing and received by Seller after the Closing shall be paid by Seller and be reflected as an increase to the final Adjusted Purchase Price, and (ii) cash related to the ownership or operation of the Pipeline Assets between the Effective Time and the Closing and received by Seller after the Closing shall be retained by Seller and reflected as a decrease to the final Adjusted Purchase Price. Seller shall at Purchaser’s request supply reasonable documentation available to support any credit, charge, receipt or other item. As soon as reasonably practicable but not later than the thirtieth (30th) day following receipt of Seller’s statement hereunder, Purchaser shall deliver to Seller a

Closing Payment & Post-Closing Purchase Price Adjustments. (a) Not later than five three (53) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all Purchase Price adjustments provided for in this Agreement. Such estimated Adjusted Purchase Price, less the Deposit, The estimate delivered in accordance with this Section 9.4(a) shall constitute the dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). Purchaser may notify Seller of disagreements regarding the calculation of the Closing Payment no later than three (3) Business Days prior to the Closing Date, and the Parties shall in good faith attempt to resolve any such disagreements without delaying the Closing. If Seller and Purchaser are unable to reach agreement on all disputed items prior to the Closing, then the payment due at the Closing shall nevertheless be based on the calculation of the Closing Payment prepared by Seller, as adjusted to take into account any items on which the Parties do reach agreement prior to the Closing. (b) As soon as reasonably practicable after the Closing but not later than ninety one hundred and twenty (90120) days following the Closing Date, Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time and taking into account all adjustments provided for in this Agreement. For the avoidance of doubt, (i) invoices related to the ownership or operation of the Pipeline Assets between the Effective Time and the Closing and received by Seller after the Closing shall be paid by Seller and be reflected as an increase to the final Adjusted Purchase Price, and (ii) cash related to the ownership or operation of the Pipeline Assets between the Effective Time and the Closing and received by Seller after the Closing shall be retained by Seller and reflected as a decrease to the final Adjusted Purchase Price. Seller shall at Purchaser’s request supply reasonable documentation available to support any credit, charge, receipt or other item. As soon as reasonably practicable but not later than the thirtieth (30th) 45th day following receipt of Seller’s statement hereunder, Purchaser shall deliver to Seller aa written report containing any changes that Purchaser proposes be made to such statement. The parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than one hundred eighty (180) days after the Closing Date. In the event that the parties cannot reach agreement within such period of time, either party may refer the remaining matters in dispute for arbitration to KPMG LLP, or such other nationally-recognized independent accounting firm as may be accepted by Purchaser and Seller, for review, arbitration and final determination. The accounting firm shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 9.

Closing Payment & Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to PurchaserBuyers for their review and approval, based upon the best information available to SellerSeller and Title Company, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all Purchase Price adjustments provided for in Section 3.2. Seller shall supply all reasonable documentation available to support any credit, charge, receipt or other item. The estimate delivered in accordance with this Agreement. Such estimated Adjusted Purchase Price, less the Deposit, Section 9.4(a) shall constitute the dollar amount to be paid by Purchaser Buyers to Seller at the Closing (the “Closing Payment”). Purchaser may notify Seller of disagreements regarding the calculation of the Closing Payment no later than three (3) Business Days prior to the Closing Date, and the Parties shall in good faith attempt to resolve any such disagreements without delaying the Closing. If Seller and Purchaser are unable to reach agreement on all disputed items prior to the Closing, then the payment due at the Closing shall nevertheless be based on the calculation of the Closing Payment prepared by Seller, as adjusted to take into account any items on which the Parties do reach agreement prior to the Closing. (b) As soon as reasonably practicable after the Closing but not later than ninety (90) 120 days following the Closing Date, Seller shall prepare and deliver to Purchaser Buyers a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time and taking into account all adjustments provided for in this Agreement. For Agreement (the avoidance of doubt, (i) invoices related to the ownership or operation of the Pipeline Assets between the Effective Time and the Closing and received by Seller after the Closing shall be paid by Seller and be reflected as an increase to the final Adjusted Purchase Price, and (ii) cash related to the ownership or operation of the Pipeline Assets between the Effective Time and the Closing and received by Seller after the Closing shall be retained by Seller and reflected as a decrease to the final Adjusted Purchase Price“Final Settlement Statement”). Seller shall at Purchaser’s request supply all reasonable documentation available to support any credit, charge, receipt or other item. As soon as reasonably practicable practicable, but not later than the thirtieth (30th) 30th day following receipt of Seller’s statement hereunder, Purchaser Buyers shall deliver to Seller aa written report containing any changes that Buyers propose be made to such statement (the “Dispute Notice”). Buyers’ failure to deliver to Seller a Dispute Notice detailing proposed changes to the settlement statement by such date shall be deemed to be an acceptance by Buyers of the settlement statement delivered by Seller and any changes to the Final Settlement Statement as initially prepared by Seller that are proposed or requested by Buyers and not included in the Dispute Notice shall be deemed waived. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 180 days after the Closing Date. In the event that the Parties cannot resolve the matters addressed in the Dispute Notice within such period of time, either Seller or Buyers may refer the remaining matters in dispute to a nationally-recognized independent accounting firm as may be accepted by Buyers and Seller, for review and final determination. The accounting firm’s determination shall be made within 30 days after submission of the matters in dispute and shall be final and binding on the Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the accounting firm shall not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyers’ Dispute Notice, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by Seller or Buyers and may not award damages or penalties to Seller or Buyers with respect to any matter. Seller and Buyers shall each bear their own legal fees and other costs of presenting their cases. Seller, on the one hand, and Buyers, on the other hand, shall bear one-half of the costs and expenses of the accounting firm. Within ten Business Days after the date on which the Parties or the accounting firm, as applicable, finally determines the disputed matters, (i) Buyers shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (ii) Seller shall pay to Buyers the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 9.4(b) shall bear interest at the Agreed Interest Rate from the Closing Date to the date both Seller and Buyers have executed the Final Settlement Statement and paid the amounts due thereunder in full. (c) All payments made or to be made hereunder to Seller shall be by electronic transfer of immediately available funds to the account of Seller set forth on Schedule 9.3(a) or to such other account as may be specified by Seller in writing. All payments made or to be made hereunder to Buyers shall be by electronic transfer of immediately available funds to bank(s) and account(s) specified by Buyers in writing to Seller.