Common use of Examination of Proposed Closing Statement Clause in Contracts

Examination of Proposed Closing Statement. The Seller shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Group. If the Seller fails to give the Purchaser written notice of any disputed amounts within thirty (30) days after the Seller receives the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller gives the Purchaser written notice of any disputed items within the Review Period, the Purchaser and the Seller shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable to resolve any disputed amounts within thirty (30) days after the Seller receives the Proposed Closing Statement, then the Purchaser and the Seller shall engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts in a manner consistent with GAAP as applied by the Company Group in the preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In connection with making the determination of the Net Working Capital, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to that Party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firm. The decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) days after the engagement of the Audit Firm and shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof (the final form of the Proposed Closing Statement, including any revisions which are made thereto pursuant to this Section 3.4(e), is referred to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.

Examination of Proposed Closing Statement. The (i) Seller shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Group. If the Seller fails to give the Purchaser written notice of any disputed amounts within have thirty (30) days after the Seller receives its receipt of the Proposed Closing Statement (the “Review Period”) to review the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall become be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the Final Closing Statement for purposes hereof. If the Seller gives the Purchaser written notice thirty (30) day period following Buyer’s receipt of any disputed items within the Review PeriodObjection Notice delivered by Seller, the Purchaser and the Seller Parties shall attempt in good faith to agree on reach an agreement as to any adjustments that should be made matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Proposed Closing StatementObjection Notice. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify Proposed Price Components set forth in reasonable detail each item on the Proposed Closing Statement that shall be adjusted in accordance with any written resolution by the Seller disputes Parties, and a summary such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of the reasons for such dispute. this Agreement. (ii) If the Purchaser and the Seller Parties are unable to resolve any one or more of the disputed amounts items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Seller receives the Proposed Closing StatementObjection Notice, then the Purchaser Parties shall promptly (and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller shall engage the Houston, Texas office of KPMG LLP and Buyer (the “Audit FirmAccounting Referee”) to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts in a manner consistent with GAAP as applied by the Company Group finally and conclusively determine those matters identified in the preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included Objection Notice that remain in this Agreement. In connection with making the determination of the Net Working Capitaldispute; provided, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the if Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to that Party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firm. The decision of the Audit Firm shall be provided in writing and, if possible, be made Buyer cannot agree on an Accounting Referee within thirty (30) days after the engagement of delivery of the Audit Firm and Objection Notice, then the Accounting Referee shall be final chosen by the American Arbitration Association (the “AAA”), with the expenses of the AAA shared 50% by Buyer and binding on 50% by Seller. Buyer and Seller shall each submit to the PartiesAccounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. The Proposed Closing Statement Buyer and Seller shall be revised, if necessary, each agree to reflect execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the components thereof disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the final form Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief of the Proposed Accounting Referee to reflect the Accounting Referee’s determination in accordance with the Closing StatementDate Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, including any revisions which are made thereto pursuant resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report to this Section 3.4(e)Buyer and Seller, is referred if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections each of Buyer and Seller bears to the Audit Firm for resolution, amount actually contested by such Party at the fees time of submission to the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the SellerAccounting Referee.

Examination of Proposed Closing Statement. The Seller Sellers’ Representative shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company GroupPueblo Holdings’ calculations. If the Seller Sellers’ Representative fails to give the Purchaser Pueblo Holdings written notice of any disputed amounts within thirty (30) 30 days after the Seller Sellers’ Representative receives the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller Sellers’ Representative gives the Purchaser Pueblo Holdings written notice of any disputed items within the Review Period, the Purchaser Pueblo Holdings and the Seller Sellers’ Representative shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes If Pueblo Holdings and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable Sellers’ Representative fail to resolve any disputed amounts within thirty (30) 60 days after the Seller Sellers’ Representative receives the Proposed Closing Statement, then the Purchaser Pueblo Holdings and the Seller shall Sellers’ Representative will engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) Firm to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts matters in a manner consistent accordance with GAAP as applied by the Company Group in the preparation terms of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In , and, in connection with making the determination of the Net Working Capitalsuch engagement Pueblo Holdings, in the event that there is a conflict or an inconsistency between required GAAP principles Pueblo and the past practice of the Company GroupSellers’ Representative shall execute any engagement, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers indemnity and other documents and information relating to the disputed issues agreements as the Audit Firm may reasonably request and are available require as a condition to that Party or its agents and such engagement. The Audit Firm’s engagement shall be afforded limited to the opportunity resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers’ Representative, and no other matter relating to present the Final Closing Statement shall be subject to determination by the Audit Firm any material relating except to the extent affected by resolution of the disputed issues and to discuss the issues amounts. The Parties shall cooperate diligently with any reasonable request of the Audit FirmFirm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. The If possible, the decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) 30 days after being engaged. In any event, the engagement of the Audit Firm and decision shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of (i) Net Working Capital, (ii) Debt Payoff Amount, (iii) Expenses and (iv) the components thereof Cash Amount of the Aggregate Consideration (the final form of the Proposed Closing Statement, including any revisions which that are made thereto pursuant to this Section 3.4(e2.3(c), is referred to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.

Examination of Proposed Closing Statement. The Seller Sellers' Representatives shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s Buyer's calculation of the Net Working Capital. From In connection with such review, the Buyer will provide the Sellers' Representatives and after the date their representatives with reasonable access to appropriate personnel, books, records, documents and other information of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company GroupCompany. If the Seller fails Sellers' Representatives fail to give the Purchaser Buyer written notice of any disputed amounts within thirty fifteen (3015) days after the Seller receives Sellers' Representatives receive the Proposed Closing Statement (the “"Review Period”"), then the Proposed Closing Statement shall become the "Final Closing Statement Statement" (as defined below) for purposes hereof. If the Seller gives Sellers' Representatives give the Purchaser Buyer written notice of any disputed items within the Review Period, the Purchaser Sellers' Representatives and the Seller Buyer shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by Statement in order to reflect the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes and a summary of the reasons for such disputeNet Working Capital. If the Purchaser Sellers' Representatives and the Seller Buyer are unable to resolve any disputed amounts within thirty forty-five (3045) days after the Seller receives Sellers' Representatives receive the Proposed Closing Statement, then the Purchaser Buyer and the Seller Sellers' Representatives shall engage submit their final calculations of the Houston, Texas office of KPMG LLP items in dispute to an arbitrator (the “Audit Firm”"Arbitrator") to resolve any who shall be, or shall have previously been, an audit partner in a nationally recognized independent accounting firm and who shall be appointed by agreement of the Buyer and the Sellers' Representatives or, failing such disputed mattersagreement, by the American Arbitration Association (the "AAA") in accordance with the Commercial Arbitration Rules (the "Arbitration Rules") of the AAA. The Audit Firm Arbitrator shall review such final calculations and make its determination regarding any disputed amounts by calculating such amounts in a manner consistent with GAAP selection as applied by the Company Group in the preparation to which of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In connection with making the determination of the Net Working Capitalfinal calculations presented to it is, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Groupaggregate, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to that Party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firmmore accurate. The decision of the Audit Firm Arbitrator shall be provided made in writing andaccordance with the Arbitration Rules and in accordance with the terms of this Agreement, if possible, including the procedures set forth on Exhibit 3.6. The decision of the Arbitrator shall be made within thirty (30) days after the engagement of the Audit Firm being engaged, or as soon thereafter as reasonably practicable, and shall be final and binding on the Partiesparties. The costs and expenses of the Arbitrator shall be paid by the party whose proposed calculation is not selected by the Arbitrator. The Buyer and the Sellers' Representatives shall make available to the Arbitrator all relevant books and records relating to the calculations submitted and all other information reasonably requested by the Arbitrator. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof Net Working Capital (the final form of the Proposed Closing Statement, including any revisions which are made thereto pursuant to this Section 3.4(e)3.6.4, is referred to herein as the “"Final Closing Statement”"). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.

Examination of Proposed Closing Statement. The Seller Sellers’ Representative shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the SellerSellers’ Representative’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller Sellers’ Representative and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Group. The Sellers’ Representative and its accountants may make inquires of the Company Group and its accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and the Purchaser shall cause any such accountants to cooperate with and respond to such inquiries. If the Seller Sellers’ Representative fails to give the Purchaser written notice of any disputed amounts within thirty (30) days after the Seller Sellers’ Representative receives the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller Sellers’ Representative gives the Purchaser written notice of any disputed items within the Review Period, the Purchaser and the Seller Sellers’ Representative shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller Sellers’ Representative to the Purchaser under this Section 3.4(e3.4(d) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes and Sellers’ Representative disputes, a summary of the reasons for such dispute and the portion of the Proposed Closing Statement, if any, which the Sellers’ Representative does not dispute. If the Purchaser and the Seller Sellers’ Representative are unable to resolve any disputed amounts within thirty sixty (3060) days after the Seller Sellers’ Representative receives the Proposed Closing Statement, then the Purchaser and the Seller Sellers’ Representative shall engage the Houston, Texas New York office of KPMG Deloitte LLP (the “Audit Firm”) to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts solely by calculating such amounts in a manner consistent with GAAP as applied by the Company Group in the preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this AgreementAgreement and shall not involve independent review. In connection with making the determination of the Net Working Capital, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology past practice of the Company Group shall control. If issues are submitted to the Audit Firm for resolution, the Seller Sellers’ Representative and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to that Party party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firm. The decision of the Audit Firm shall be provided in writing and, if possible, and be made within thirty (30) days after the engagement of the Audit Firm and shall be final and binding on the Partiesparties. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof (the final form of the Proposed Closing Statement, including any revisions which are made thereto pursuant to this Section 3.4(e3.4(d), is referred to herein as the “Final Closing Statement”). In the event that the Parties parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by party whose determination of such unresolved objections was furthest from the SellerAudit Firm’s determination of the same.

Examination of Proposed Closing Statement. The Seller Sellers’ Representative shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the PurchaserBuyer’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Groupcalculations therein. If the Seller Sellers’ Representative fails to give the Purchaser Buyer written notice of any disputed amounts within thirty (30) days after the Seller Sellers’ Representative receives the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller Sellers’ Representative gives the Purchaser Buyer written notice of any disputed items item within the Review Period, the Purchaser Buyer and the Seller Sellers’ Representative shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes If Buyer and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable Sellers’ Representative fail to resolve any disputed amounts within thirty fifteen (3015) days after the Seller receives end of the Proposed Closing StatementReview Period, then the Purchaser Buyer and the Seller shall Sellers’ Representative will engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) Firm to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts matters in a manner consistent accordance with GAAP as applied by the Company Group in the preparation terms of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In , and, in connection with making the determination of the Net Working Capitalsuch engagement, in the event that there is a conflict Buyer and Sellers’ Representative shall execute any engagement, indemnity or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues agreements as the Audit Firm may reasonably request and are available require as a condition to that Party or its agents and such engagement. The Audit Firm’s engagement shall be afforded limited to the opportunity resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers’ Representative, and no other matter relating to present the Proposed Closing Statement shall be subject to determination by the Audit Firm any material relating except to the extent affected by resolution of the disputed issues amounts. In resolving any such disputed item, the Audit Firm may not assign a value to any item greater than the greatest value for such item claimed by a Party or lower than the lowest value for such item claimed by a Party. The Audit Firm may not award damages or penalties. Buyer and Sellers’ Representative shall cooperate diligently with any reasonable request of the Audit Firm in an effort to discuss resolve any disputed matter as soon as reasonably possible after the issues Audit Firm is engaged, but neither such party will have ex parte meetings, teleconferences or other correspondence with the Audit Firm, as it is intended for each of Sellers’ Representative and Buyer to be included in all discussions and correspondence with the Audit Firm. The If possible, the decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) days after being engaged, or as soon as possible thereafter. In any event, the engagement final decision of the Audit Firm and shall be final and binding on the Parties. The provisions in this Section 2.3(c) shall be the Parties’ sole and exclusive remedy with respect to any disputes in connection with determinations of the Final Purchase Price and the Final Closing Statement. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof Parties or the Audit Firm, as applicable (the final form of the Proposed Closing Statement, including any revisions which that are made thereto pursuant to this Section 3.4(e2.3(c), is referred to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections The Purchase Price as calculated pursuant to the Audit Firm for resolution, the fees of the Audit Firm Final Closing Statement shall be borne fifty percent (50%) by referred to herein as the Purchaser and fifty percent (50%) by the Seller“Final Purchase Price.”

Examination of Proposed Closing Statement. The Seller Member shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the PurchaserRegency’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Groupcalculations. If the Seller Member fails to give the Purchaser Regency written notice of any disputed amounts within thirty (30) 45 days after the Seller Member receives the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller Member gives the Purchaser Regency written notice of any disputed items within the Review Period, the Purchaser Regency and the Seller Member shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes If Regency and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable Member fail to resolve any disputed amounts within thirty (30) 30 days after the Seller receives Member gives Regency notice of any disputed amounts in the Proposed Closing Statement, then the Purchaser Regency and the Seller shall Member will engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) Firm to resolve any such disputed mattersmatters in accordance with the terms of this Agreement, and, in connection with such engagement Regency, the Surviving Company and Member shall execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to such engagement. The Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Member, which resolution shall be in accordance with this Agreement including the Sample Balance Sheet, and no other matter relating to the Proposed Closing Statement shall be subject to determination by the Audit Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Audit Firm shall make its determination regarding not assign a value to any disputed amounts item greater than the greatest value for such item claimed by calculating either Party or less than the smallest value for such amounts item claimed by either Party. The Parties agree that the adjustments contemplated by this Section 2.8 are intended to show the change between the Estimated Net Working Capital and the actual Net Working Capital and actual Expenses and Debt Payoff Amount as compared to Expenses and Debt Payoff Amount set forth on the Estimated Closing Statement and that such change can only be measured if each calculation is done in a manner consistent with GAAP as applied by the Company Group in the preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In connection The Parties shall cooperate diligently with making the determination any reasonable request of the Net Working Capital, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause in an effort to be furnished to resolve any disputed matter as soon as reasonably possible after the Audit Firm such work papers and other documents and information relating to is engaged. If possible, the disputed issues as decision of the Audit Firm may reasonably request and are available to that Party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firmmade within 30 days after being engaged. The decision of the Audit Firm shall be provided set forth in writing and, if possible, be made within thirty (30) days after the engagement of the Audit Firm a written statement delivered to Member and Regency and shall be final and binding on the Parties, absent fraud or manifest error. Judgment may be entered on the decision of the Audit Firm in any court of competent jurisdiction. The Proposed Closing Statement shall be Statement, in the form agreed to by the Parties as final, in the form deemed in accordance with the second sentence of this Section 2.8(c) as final or as revised, if necessary, to reflect the final determination of by the components thereof (the final form of the Proposed Closing StatementAudit Firm, including any revisions which are made thereto pursuant to this Section 3.4(e)as applicable, is referred to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.

Examination of Proposed Closing Statement. The Seller Sellers shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the PurchaserBuyer’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Groupcalculations. If the Seller fails Sellers fail to give the Purchaser Buyer written notice of any disputed amounts within thirty (30) days after the Seller receives Sellers receive the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller gives the Purchaser Sellers give Buyer written notice of any disputed items within the Review Period, the Purchaser Buyer and the Seller Sellers shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify Any amounts in reasonable detail each item on the Proposed Closing Statement that with respect to which Sellers do not give written notice of objection during the Seller disputes and a summary of Review Period shall be deemed to be agreed upon among the reasons for such disputeParties. If the Purchaser Buyer and the Seller are unable Sellers fail to resolve any disputed amounts within thirty sixty (3060) days after the Seller receives Sellers receive the Proposed Closing Statement, then Buyer and Sellers, upon the Purchaser and the Seller shall written request of Buyer or either Seller, will engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) Firm to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts matters in a manner consistent accordance with GAAP as applied by the Company Group in the preparation terms of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In , and, in connection with making the determination of the Net Working Capitalsuch engagement Buyer, in the event that there is a conflict or an inconsistency between required GAAP principles Sellers and the past practice of the Company GroupCrude JV shall execute any engagement, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers indemnity and other documents and information relating to the disputed issues agreements as the Audit Firm may reasonably request and are available require as a condition to that Party or its agents and such engagement. The Audit Firm’s engagement shall be afforded limited to the opportunity to present to resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers, the Audit Firm shall not assign a value to any material disputed item submitted to it for determination greater or less than the amount claimed by Buyer or Sellers, as applicable, and no other matter relating to the disputed issues and Final Closing Statement shall be subject to discuss the issues with determination by the Audit Firm. The Parties shall cooperate diligently with any reasonable request of the Audit Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. If possible, the decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) days after being engaged. In any event, (i) the engagement decision of the Audit Firm and shall be final and binding on the Parties. The Parties absent manifest error, (ii) if applicable, the Proposed Closing Statement shall be revised, if necessary, revised to reflect the final determination decision of the components thereof Audit Firm with respect to (A) Net Working Capital, (B) Reimbursable Capex, (C) Expenses, to the extent not paid prior to the Measurement Time, and (D) the Cash Amount, and (iii) other than changes to the Proposed Closing Statement to reflect such final decision of the Audit Firm, there shall be no further adjustments to the Proposed Closing Statement (the final form of the Proposed Closing Statement, including any revisions which that are made thereto pursuant to this Section 3.4(e2.3(c), is referred to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.

Examination of Proposed Closing Statement. The Seller Sellers shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the PurchaserBuyer’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Groupcalculations. If the Seller fails Sellers fail to give the Purchaser Buyer written notice of any disputed amounts within thirty (30) 30 days after the Seller receives Sellers receive the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller gives the Purchaser Sellers give Buyer written notice of any disputed items within the Review Period, the Purchaser Buyer and the Seller Sellers shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes If Buyer and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable Sellers fail to resolve any disputed amounts within thirty (30) 60 days after the Seller receives Sellers receive the Proposed Closing Statement, then the Purchaser Buyer and the Seller shall Sellers will engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) Firm to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating matters in accordance with the terms of this Agreement, and, in connection with such amounts in a manner consistent with GAAP as applied by engagement Buyer, the Company Group in the preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In connection with making the determination of the Net Working CapitalSellers shall execute any engagement, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers indemnity and other documents and information relating to the disputed issues agreements as the Audit Firm may reasonably request and are available require as a condition to that Party or its agents and such engagement. The Audit Firm’s engagement shall be afforded limited to the opportunity resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers, and no other matter relating to present the Final Closing Statement shall be subject to determination by the Audit Firm any material relating except to the extent affected by resolution of the disputed issues and to discuss the issues amounts. The Parties shall cooperate diligently with any reasonable request of the Audit FirmFirm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. The If possible, the decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) 30 days after the engagement of the Audit Firm being engaged and shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof Net Working Capital (the final form of the Proposed Closing Statement, including any revisions which that are made thereto pursuant to this Section 3.4(e2.3(b), is referred to herein as the “Final Closing Statement”). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.

Examination of Proposed Closing Statement. The Seller Parent shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company GroupBuyer's calculations. If the Seller Parent fails to give the Purchaser Buyer written notice of any disputed amounts within thirty (30) 30 days after the Seller Parent receives the Proposed Closing Statement (the “"Review Period”"), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller Parent gives the Purchaser Buyer written notice of any disputed items within the Review Period, the Purchaser Buyer and the Seller Parent shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes If Buyer and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable Parent fail to resolve any disputed amounts within thirty (30) 60 days after the Seller Parent receives the Proposed Closing Statement, then the Purchaser Buyer and the Seller shall Parent will engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) Firm to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts matters in a manner consistent accordance with GAAP as applied by the Company Group in the preparation terms of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In , and in connection with making the determination of the Net Working Capitalsuch engagement Buyer, in the event that there is a conflict or an inconsistency between required GAAP principles Regency and the past practice of the Company GroupParent shall execute any engagement, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers indemnity and other documents and information relating to the disputed issues agreements as the Audit Firm may reasonably require as a condition to such engagement. The Parties shall cooperate diligently with any reasonable request and are available to that Party or its agents and shall be afforded the opportunity to present to of the Audit Firm in an effort to resolve any material relating to the disputed issues and to discuss the issues with matter as soon as reasonably possible after the Audit FirmFirm is engaged. The If possible, the decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) 30 days after the engagement of the Audit Firm being engaged and shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of (i) Capital Expenditures, (ii) Net Working Capital, (iii) Reimbursable Acquisition Expenditures, if any, (iv) the components thereof Payoff Amount, (v) Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts, if any, (vi) the Purchase Price, and (vii) the final Closing Parent Amount (the final form of the Proposed Closing Statement, including any revisions which are made thereto pursuant to this Section 3.4(e2.3(c), is referred to herein as the “"Final Closing Statement”"). In the event that the Parties submit any unresolved objections to the Audit Firm for resolution, the fees of the Audit Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller.