Common use of Determination of Final Purchase Price Clause in Contracts

Determination of Final Purchase Price. (i) As soon as reasonably practicable, but no later than forty-five (45) days after the Closing Date (the “Closing Statement Date”), Buyer shall prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the actual amounts, with respect to all Purchased Assets, of (1) the Adjustment Amount (which calculations shall be consistent with the principles and methodologies described in Exhibit D), together with a calculation of the Purchase Price based thereon and (2) the Shortfall Amount (provided that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the balances of any Custodial Accounts and Related Escrow Accounts) (the “Closing Statement Date Shortfall Amount”). No later than the earlier of (x) the one-year anniversary of the Closing Statement Date and (y) the date on which all unreconciled items as of the Closing related to the balances of the Custodial Accounts and Related Escrow Accounts have been reconciled, Buyer shall prepare and deliver to Seller a written statement (the “Shortfall Statement”) setting forth Buyer’s good faith determination of the Shortfall Amount after giving effect to the reconciliation of all such items (the “Definitive Shortfall Amount”). The Closing Statement, the Shortfall Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Exhibit D. If Buyer does not deliver the Closing Statement to Seller by the Closing Statement Date, then Seller may prepare and present the Closing Statement within an additional forty-five (45) days thereafter. In the event that Seller agrees with Buyer’s determination of the actual amounts of the Adjustment Amounts (together with a calculation of the Purchase Price based thereon) and the Closing Statement Date Shortfall Amount and the Definitive Shortfall Amount, Seller shall promptly notify Buyer in writing, and following such notice the Closing Statement or Shortfall Statement, as applicable, will be final, conclusive and binding on the Parties and not subject to further review.

Determination of Final Purchase Price. (i) As soon as reasonably practicable, but no later than forty-five (45) days practicable after the Closing Date (the “Closing Statement Date”)Closing, Buyer Conoco shall prepare and deliver to Seller Michxxx, xx accordance with this Agreement and generally accepted accounting principles, a written statement (the “Closing "Intermediate Settlement Statement”") setting forth Buyer’s good faith determination of for the actual amounts, with respect to all Purchased Assets, of (1) the Adjustment Amount (which calculations shall be consistent with the principles and methodologies described in Exhibit D), together with a calculation of the Purchase Price based thereon and (2) the Shortfall Amount (provided Conoco Property each adjustment or payment that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the balances of any Custodial Accounts and Related Escrow Accounts) (the “Closing Statement Date Shortfall Amount”). No later than the earlier of (x) the one-year anniversary of the Closing Statement Date and (y) the date on which all unreconciled items was not finally determined as of the Closing related in connection with the Conoco Property and showing the calculation of such adjustments to the balances Purchase Price. As soon as practicable after receipt of the Custodial Accounts and Related Escrow Accounts have been reconciledIntermediate Settlement Statement, Buyer shall prepare and Michxxx xxxll deliver to Seller Conoco a written statement (report containing any changes that Michxxx xxxposes be made to such Intermediate Settlement Statement. The Parties undertake to agree with respect to such Intermediate Settlement Statement no later than 90 days after the “Shortfall Closing Date, such agreement constituting and to be embodied in a "Final Settlement Statement”) setting forth Buyer’s good faith determination " and to establish the "Final Purchase Price," and the date upon which the Final Purchase Price is established to be the "Final Settlement Date." In the event Michxxx xxx Conoco are unable to mutually agree upon the amount of the Shortfall Amount after giving effect Final Settlement Statement in connection with the Conoco Property, an audit shall be conducted by a mutually agreed upon accounting firm. Michxxx xxx Conoco agree to be bound by the reconciliation findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such items (the “Definitive Shortfall Amount”). The Closing Statement, the Shortfall Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Exhibit D. If Buyer does not deliver the Closing Statement to Seller by the Closing Statement Date, then Seller may prepare and present the Closing Statement within an additional forty-five (45) days thereafteraudit. In the event that Seller agrees with Buyer’s determination of (a) the actual amounts of the Adjustment Amounts (together with a calculation of the Final Purchase Price based thereonis more than the amount paid at Closing, Michxxx xxxll pay to Conoco the amount of such difference, or (b) and the Closing Statement Date Shortfall Amount and Final Purchase Price is less than the Definitive Shortfall Amountamount paid at Closing, Seller Conoco shall promptly notify Buyer pay to Michxxx xxx amount of such difference, in writingeither event by wire transfer in immediately available funds, and following or, if the amount of such notice difference is less than $25,000, by corporate check, within 10 Business Days after the Closing Statement or Shortfall Statement, as applicable, will be final, conclusive and binding on the Parties and not subject to further reviewamount due is finally determined.

Determination of Final Purchase Price. (ia) As soon as reasonably practicable, practicable following the US/NL Closing Date (but no later than forty-five ninety (4590) days after the US/NL Closing Date Date), Parent shall deliver to Omega a written notice (the “Closing Statement Date”), Buyer shall prepare and deliver to Seller a written statement (the “Closing StatementUS/NL Adjustment Report”) setting forth Buyer’s in reasonable detail its good faith determination of the actual amounts, with respect to all Purchased Assets, calculation of (1i) the Adjustment Amount Net Indebtedness; (which calculations shall be consistent with ii) the principles Working Capital and methodologies described in Exhibit D)the resulting Working Capital Adjustment; and (iii) the Transaction Expenses, together with reasonably detailed supporting documentation. As soon as reasonably practicable following the JV Holdco Closing Date (but no later than ninety (90) days after the JV Holdco Closing Date), Parent shall deliver to Omega a calculation of the Purchase Price based thereon and (2) the Shortfall Amount (provided that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the balances of any Custodial Accounts and Related Escrow Accounts) written notice (the “Closing Statement Date Shortfall Amount”). No later than the earlier of (x) the one-year anniversary of the Closing Statement Date and (y) the date on which all unreconciled items as of the Closing related to the balances of the Custodial Accounts and Related Escrow Accounts have been reconciled, Buyer shall prepare and deliver to Seller a written statement (the “Shortfall StatementJV Holdco Adjustment Report”) setting forth Buyer’s in reasonable detail its good faith determination calculation of (i) the Shortfall Amount after giving effect to Company Joint Venture Entities Working Capital and the reconciliation of all such items resulting Company Joint Venture Entities Working Capital Adjustment; (ii) the “Definitive Shortfall Amount”)Company Joint Venture Entities Net Indebtedness and the resulting Change in Company Joint Venture Entities Closing Debt Adjustment; and (iii) the Company Joint Ventures Entities Closing Adjustment, together with reasonably detailed supporting documentation. The Closing Statement, calculations included in the Shortfall Statement US/NL Adjustment Report and the determinations and calculations contained therein JV Holdco Adjustment Report (as applicable) shall be prepared in accordance with this Agreement, including Exhibit D. If Buyer the requirements of the Accounting Methodology. In the event that Parent does not deliver to Omega the US/NL Adjustment Report or the JV Holdco Adjustment Report (as applicable) within ninety (90) days after the US/NL Closing Statement to Seller by or the JV Holdco Closing Statement Date(as applicable), then Seller (A) Omega may, at its election and in its sole discretion, at any time in the ninety (90) day period following the date on which the US/NL Adjustment Report or the JV Holdco Adjustment Report (as applicable) was required to be delivered by Parent pursuant to this Section 1.4(a), provide to Parent a draft US/NL Adjustment Report or draft JV Holdco Adjustment Report (as applicable) with respect to any component of the US/NL Estimated Statement or JV Holdco Estimated Statement (as applicable) as if it were Parent hereunder and declare any remaining portion of the US/NL Estimated Statement or JV Holdco Estimated Statement (as applicable) to be final, conclusive and binding on the Parties; or (B) if Omega elects not to deliver a US/NL Adjustment Report or JV Holdco Adjustment Report (as applicable) pursuant to the preceding clause (A), Parent shall be deemed to have accepted the US/NL Estimated Statement or JV Holdco Estimated Statement (as applicable) and the US/NL Estimated Statement or JV Holdco Estimated Statement (as applicable) shall be conclusive, final and binding on all Parties and be deemed to be the Final US/NL Adjustment Report or Final JV Holdco Adjustment Report (as applicable). In the event that Omega delivers a US/NL Adjustment Report or JV Holdco Adjustment Report (as applicable) pursuant to the preceding clause (A), Parent may prepare and present the Closing Statement deliver a Notice of Disagreement within an additional forty-five (45) days thereafter. In the event ; provided that Seller agrees with Buyer’s determination such Notice of Disagreement shall not ascribe a value to any component of the actual amounts US/NL Estimated Statement or JV Holdco Estimated Statement (as applicable) that is outside the range of value established by the Adjustment Amounts US/NL Estimated Statement or JV Holdco Estimated Statement (together with a calculation of the Purchase Price based thereonas applicable) and the Closing Statement Date Shortfall Amount and the Definitive Shortfall Amount, Seller shall promptly notify Buyer in writing, and following such notice the Closing Statement US/NL Adjustment Report or Shortfall Statement, JV Holdco Adjustment Report (as applicable, will be final, conclusive and binding on the Parties and not subject to further review) delivered by Omega.

Determination of Final Purchase Price. (i) (A) As soon as reasonably practicable, but no later than forty-five (45) days after the Closing Date (the “Closing Statement Date”), Buyer shall prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the actual amounts, with respect to all Purchased Assets, amounts of (1) the Adjustment Amount (which calculations shall be consistent with the principles and methodologies described in Exhibit DF), together with a calculation of the Purchase Price based thereon and (2) the Shortfall Amount (provided that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the balances of any Custodial Accounts and Related Escrow Accounts) (the “Closing Statement Date Shortfall Amount”). (B) No later than the earlier of (x) the one-year anniversary of the Closing Statement Date and (y) the date on which all unreconciled items as of the Closing Date related to the balances of the Custodial Accounts and Related Escrow Accounts have been reconciled, Buyer shall prepare and deliver to Seller a written statement (the “Shortfall Statement”) setting forth Buyer’s good faith determination of the Shortfall Amount after giving effect to the reconciliation of all such items (the “Definitive Shortfall Amount”). The Closing Statement, the Shortfall Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Exhibit D. F. If Buyer does not deliver the Closing Statement to Seller by within forty-five (45) days after the Closing Statement Date, then Seller may prepare and present the Closing Statement within an additional forty-five (45) days thereafter. In the event that Seller agrees with Buyer’s determination of the actual amounts of the Adjustment Amounts Amount (together with a calculation of the Purchase Price based thereon) and the Closing Statement Date Shortfall Amount and the Definitive Shortfall Amount, Seller shall promptly notify Buyer in writing, and following such notice the Closing Statement or Shortfall Statement, as applicable, will be final, conclusive and binding on the Parties and not subject to further review.