Closing Settlement Statement. At least two (2) Business Days prior to Closing, Sellers shall provide Buyer with a closing settlement statement covering all adjustments, without duplication, to the Base Purchase Price to be made at Closing under this Agreement (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, Sellers shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to take into account actual numbers in connection with the Final Settlement Statement described in Section 11.3 below. In preparing the Closing Settlement Statement Sellers shall have no obligation to make an accrual for revenues not received as of Closing.
Closing Settlement Statement. At least three (3) Business Days prior to Closing, Seller shall provide Buyer with a closing settlement statement covering all adjustments, without duplication, to the Cash Portion of the Purchase Price to be made at Closing under this Agreement and any other amounts that the Parties mutually agree in writing (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, Seller shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to take into account actual numbers in connection with the Post-Closing Statement described in Section 10.4 below. In preparing the Closing Settlement Statement Seller shall have no obligation to make an accrual for revenues not received as of Closing. After review of the Closing Settlement Statement and at least one (1) Business Day prior to Closing, the Parties shall execute the Closing Settlement Statement.
Closing Settlement Statement. Defined in Section 8.04(c).
Closing Settlement Statement. At least three (3) business days prior to Closing, Seller will provide to Buyer a closing settlement statement (the “Closing Settlement Statement”) covering, but not limited to, severance taxes, crude oil inventories above the pipeline connection, purchase price adjustments, gas imbalance adjustments, state and local sales taxes, suspense amounts tendered to Buyer, and other applicable adjustments credited to Seller or Buyer as of the Effective Time. The oil inventory value at the Effective Time shall be determined as provided for in Section 9.1. Where actual information is unavailable, Seller shall use estimates in the Closing Settlement Statement based on best available information, and Seller shall incorporate any corrections to such estimates based on actual information in any final settlement statement.
Closing Settlement Statement. Buyer and Seller shall agree upon a “Closing Settlement Statement” that shall include adjustments to the Purchase Price that are known as of the Closing Date, as follows:
Closing Settlement Statement. A counterpart of the closing settlement statement prepared by the Title Company which conforms to Buyer’s closing statement;
Closing Settlement Statement. At least three (3) Business Days prior to Closing, Seller shall provide Buyer with a closing settlement statement covering (a) all adjustments, without duplication, to the Base Purchase Price to be made at Closing under this Agreement, as well as (b) the reimbursement by Buyer to Seller of all costs of Seller for the acquisition of any additional interests in oil, gas, and/or mineral leases, mineral fee interests, reversionary interests, carried interests, other fee interests, royalty interests, overriding royalty interests, net profits interests or other leasehold interests attributable to the Interests after the Effective Time not otherwise included in the Base Purchase Price (which costs Buyer hereby agrees to reimburse Seller for) (and which interests shall be deemed part of the Assets conveyed to Buyer hereunder, and subject to the same adjustments described in clause (a) above), and any other amounts that the Parties mutually agree in writing (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, Seller shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to take into account actual numbers in connection with the Post-Closing Settlement Statement described in Section 11.3 below. In preparing the Closing Settlement Statement Seller shall have no obligation to make an accrual for revenues not received as of Closing. After review of the Closing Settlement Statement and at least one (1) Business Day prior to Closing, the Parties shall execute the Closing Settlement Statement.
Closing Settlement Statement. Seller has prepared and delivered to Purchaser a closing settlement statement reflecting the Seller’s good faith estimates of the upward and downward adjustments to the Purchase Price determined in accordance with this section, itemizing adjustments and the calculation of such adjustments using the best information available (the “Closing Settlement Statement”). The Closing Settlement Statement reflects the precise amount of cash payment estimated by Seller to be made by Purchaser under Section 1.03 at the Closing.
Closing Settlement Statement. If a Party approves the applicable Post-Closing Settlement Statement, or fails to notify the Company of its disapproval in the manner and within the time specified above, then the Post-Closing Settlement Statement, with respect to such Party, shall be as delivered to such Party. If a Party disapproves the Post-Closing Settlement Statement, then such Party and the Company shall use their reasonable efforts to agree upon the amounts to be set forth in the Post-Closing Settlement Statement, and the Post-Closing Settlement Statement shall be amended accordingly with respect to such Party. If the Company and such Party cannot agree upon the amounts to be set forth in the Post-Closing Settlement Statement, then the accounting firm of Deloitte & Touche LLP, or its successor, is designated to act as sole arbitrator and to decide all points of disagreement with respect to the Post-Closing Settlement Statement, such decision to be binding on the Parties. If such firm is unwilling or unable to serve in such capacity, then such Party and the Company shall use their reasonable efforts to designate and retain another mutually acceptable nationally recognized accounting firm not retained for general audit purposes by either of them as the sole arbitrator under this Section 2.8(d). The costs and expenses of the arbitrator, whether the firm designated above, or otherwise designated, shall be shared equally by the applicable Party and the Company and in the event that two or more Parties object, then such Parties’ aggregate share of the costs and expenses of the arbitrator shall be fifty percent. Within five Business Days after the Post-Closing Settlement Statement has been agreed upon or disagreements resolved, the Company or the applicable Party, as the case may be, shall make a payment by wire transfer of immediately available funds to the other Party in an amount equal to the difference between the amount paid pursuant to Section 2.4(a)(i) or 2.5(a)(i), as applicable, and the proration amount set forth on the Post-Closing Settlement Statement, together with an interest rate per annum for the period from and including the Closing Date through and including the date of payment at the “prime” rate of interest as published from time to time by The Wall Street Journal in its “Money Rates” section of its Western Edition newspaper in effect from time to time during such period.
Closing Settlement Statement. No later than five (5) Business Days before the Closing Date, Seller shall deliver to Buyer a draft settlement statement setting forth its calculation of the Adjusted Cash Purchase Price (the “Closing Settlement Statement”), which statement shall be substantially in the form of Schedule 2.3 and which shall reflect each adjustment made in accordance with this Agreement as of the date of preparation of such Closing Settlement Statement and the calculation of the adjustments used to determine such amount.
