Common use of Final Accounting Settlement Clause in Contracts

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30, 2006, Buyer, with Seller’s assistance and cooperation, shall prepare and deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“Final Accounting Settlement”). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller receives the post-closing statement, Seller shall deliver to Buyer a written report containing any changes Seller proposes to be made to such statement. If Seller fails to deliver a report to Buyer containing changes Seller proposes to be made to the post-closing statement, the post-closing statement delivered by Buyer shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer receives Seller’s proposed changes to the post-closing statement, the Parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Parties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred eighty (180) Days after the end of the Transition Period, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“the Final Accounting Settlement”)Statement to Buyer. Within three (3) Business Days following delivery of the Final Accounting Statement, Seller shall provide to Buyer’s representatives all supporting documentation reasonably necessary for Buyer’s representatives to review and verify any adjustments set forth in such Final Accounting Statement. 6.5.1 As soon as reasonably practicable, but in no event later than sixty (60) Days after Buyer receives the Final Accounting Statement, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any adjustments covered by the Final Accounting Statement as delivered by Seller to which Buyer fails to object in the written report within the sixty (60) Day time period shall be deemed correct and are final and binding on the Parties and not subject to further review, audit or arbitration. 6.5.2 As soon as reasonably practicable, but no later than forty-five (45) Days after Seller receives Buyer’s written report, the Parties shall meet to attempt to agree on any adjustments to the Final Accounting Statement. If the Parties fail to agree on final adjustments within that forty-five (45) Day period, either Party may submit the disputed items to the Accounting Referee. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) Days after Seller receives its receipt of relevant materials pertaining to the post-closing statement, Seller shall deliver dispute (and the Parties agree to Buyer a written report containing any changes Seller proposes to be made to such statement. If Seller fails use their respective reasonable efforts to deliver a report to Buyer containing changes Seller proposes to be made such materials promptly to the post-closing statementAccounting Referee). 6.5.3 The Final Accounting Statement, whether as agreed between the post-closing statement delivered Parties or as determined by Buyer a decision of the Accounting Referee, shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer receives Seller’s proposed changes to the post-closing statement, the Parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve act as an expert for the dispute(s) regarding limited purpose of determining the specific disputed adjustments submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. 6.5.4 Any amounts owed by one Party to the other under the Final Accounting Settlement shall be paid within thirty (30) Days after having the relevant materials submitted for review. The decision of earlier of: (i) the Accounting Referee shall be binding and non-appealable date that the amounts are agreed by the Parties. The fees , and (ii) the date that the Parties receive the Accounting Referee’s decision; and the revenues and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with included in the Final Accounting Settlement are agreed (including any and all Operating Revenues and Charges received and booked by Seller prior to by the Parties, whether by decision Seller’s delivery of the Final Accounting Referee or otherwise, Statement to Buyer) shall be herein called final and binding on the “Final Settlement DateParties and not subject to further review, audit or arbitration.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30ninety (90) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing statement setting forth a detailed final calculation of all post-closing adjustments applicable to the periods before and after the Effective Time (“Final Accounting Settlement”). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller Buyer proposes to be made to such statement. If Seller Buyer fails to deliver a report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing statement, the post-closing statement delivered by Buyer Seller shall be deemed to be true and correct and binding on and non-appealable by the Partiesparties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives SellerBuyer’s proposed changes to the post-closing statement, the Parties parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30ninety (90) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing statement setting forth a detailed final calculation of all post-closing adjustments applicable to the period between the Effective Time and the Closing (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller Buyer proposes to be made to such statement. If Seller Buyer fails to deliver a report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing statement, the post-closing statement delivered by Buyer Seller shall be deemed to be true and correct and binding on and non-appealable by the Partiesparties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s Buyer's proposed changes to the post-post- closing statement, the Parties parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties parties fail to agree on the final post-post- closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties parties (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” ". Any amounts owed by either Party party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30August 31, 2006, Buyer, with Seller’s assistance and cooperation, shall prepare and deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“Final Accounting Settlement”). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller receives the post-closing statement, Seller shall deliver to Buyer a written report containing any changes Seller proposes to be made to such statement. If Seller fails to deliver a report to Buyer containing changes Seller proposes to be made to the post-closing statement, the post-closing statement delivered by Buyer shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer receives Seller’s proposed changes to the post-closing statement, the Parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Parties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred and eighty (180) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-closing Closing adjustments applicable to the period of time between the Effective Time and Closing (“"Final Accounting Settlement”"). There shall be attached to the Final Accounting Statement such supporting documentation and other data as is reasonably necessary to provide a basis for the post-Closing adjustments shown therein. Seller shall give Buyer and its representatives reasonable access to Seller's premises and to its books and records for purposes of reviewing the calculation of post-Closing adjustments and will cause appropriate personnel of Seller to reasonably assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing Closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller which Buyer proposes to be made to such post-Closing statement. If Seller Buyer fails to timely deliver a the written report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Seller shall be deemed to be true and correct and the same shall be final and binding on the parties and non-appealable by the Partiesnot subject to arbitration hereunder. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s proposed changes to the post-closing statementBuyer's written report, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties Ernst & Young, LLP (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement post-Closing adjustments within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding on and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.". Any

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30ninety (90) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“Final Accounting Settlement”). The Final Accounting Settlement shall not include any matters related to Alleged Environmental Conditions or Alleged Title Defects. As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller Buyer proposes to be made to such statement. If Seller Buyer fails to deliver a report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing statement, the post-closing statement delivered by Buyer Seller shall be deemed to be true and correct and binding on and non-appealable by the Partiesparties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives SellerBuyer’s proposed changes to the post-closing statement, the Parties parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but --------------------------- in no event later than November 30one hundred and eighty (180) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-closing Closing adjustments applicable to the period of time between the Effective Time and Closing (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty sixty (3060) Days after Seller Buyer receives the post-closing Closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller which Buyer proposes to be made to such post-Closing statement. If Seller Buyer fails to timely deliver a the written report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Seller shall be deemed to be true and correct and the same shall be final and binding on the parties and non-appealable by the Partiesnot subject to arbitration hereunder. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s proposed changes to the post-closing statementBuyer's written report, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties Ernst & Young (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement post-Closing adjustments within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding on and non-non- appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” ". Any amounts owed by either Party party to the other as a result of such final post-closing Closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. If Closing occurs subsequent to the Effective Time, this Article 5.5 shall apply. As soon as reasonably practicable, but in no event later than November 30ninety (90) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing statement setting forth a detailed final calculation of all post-closing adjustments applicable to the period between the Effective Time and the Closing (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller Buyer proposes to be made to such statement. If Seller Buyer fails to deliver a report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing statement, the post-closing statement delivered by Buyer Seller shall be deemed to be true and correct and binding on and non-appealable by the Partiesparties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s Buyer's proposed changes to the post-closing statement, the Parties parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties parties (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” " Any amounts owed by either Party party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred eighty (180) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-closing Closing adjustments applicable to the period of time between the Effective Time and Closing (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing Closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller which Buyer proposes to be made to such post-Closing statement. If Seller Buyer fails to timely deliver a the written report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Seller shall be deemed to be true and correct and the same shall be final and binding on the parties and non-appealable by the Partiesnot subject to arbitration hereunder. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s proposed changes to the post-closing statementBuyer's written report, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties Ernst & Young LLP (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement post-Closing adjustments within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding on and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” ". Any amounts owed by either Party party to the other as a result of such final post-closing Closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. (a) As soon as reasonably practicable, but in no event later than November 30one hundred and eighty (180) Days after the end of the Transition Period, 2006Seller shall deliver the Final Accounting Statement to Buyer. (b) Buyer shall have the right to conduct, at its sole cost, an audit of the Final Accounting Statement (“Buyer’s Audit”). If Buyer so elects to conduct Buyer’s Audit, with Seller’s assistance and cooperationthen, shall prepare and as soon as reasonably practicable, but no later than one hundred twenty (120) Days after its receipt of the Final Accounting Statement, Buyer may deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments written audit report (the “Buyer’s Report”) containing its proposed changes to the Final Accounting Settlement”Statement. Seller shall provide to Buyer access to its books and records relating to the Properties (including Seller’s contractor IBM’s books and records relating to the Properties) and its personnel (and IBM’s personnel) who are familiar with the Properties in order for Buyer to conduct the Buyer’s Audit during normal business hours in the offices of Seller; provided that (i) Seller shall not be required to provide space for more than twelve (12) individuals conducting Buyer’s Audit (no more than six (6) individuals at each of Seller’s facilities and IBM’s facilities), (ii) Buyer’s access to Seller’s personnel shall not unreasonably interfere with their normal business activities and employment duties, (iii) any copies made by Buyer or Buyer’s Representatives or charges by IBM in connection with Buyer’s Audit will be at the sole cost of Buyer; and (iv) Buyer shall not have access to any information of Seller or its Affiliates (or Seller’s contractor, IBM) that is (A) confidential (provided that Seller shall use its Commercially Reasonable Efforts to get any third party consent to release such confidential information) or (B) privileged, (C) competitive or (D) that relates to the Excluded Properties. (c) Any matters covered by the Final Accounting Statement as delivered by Seller to which Buyer fails to object in Buyer’s Report shall be deemed correct and is final and binding on the Parties and not subject to further review, audit or arbitration. As soon as reasonably practicable, but in no event later than forty-five (45) Days after Seller receives Buyer’s Report (the “Dispute Resolution Period”), as applicable, the Parties shall meet to attempt to agree on any adjustments to the Final Accounting Statement. If the Parties fail to agree on final adjustments within the Dispute Resolution Period, either Party may submit the disputed items to the Accounting Referee no later than the thirtieth (30th) Day following the expiration of the Dispute Resolution Period. Any adjustment dispute that is not resolved by agreement of the Parties or submitted to the Accounting Referee by such thirtieth (30th) Day shall be deemed waived unless the thirty (30) Day period is extended by mutual written agreement of the Parties. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) Days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. Seller receives and Buyer shall share equally the post-closing statementAccounting Referee’s fees and expenses. (d) If at the end of the Dispute Resolution Period, both Buyer and Seller agree that the Adjusted Purchase Price is greater than the Closing Payment, but the amount of such difference is disputed, then within fifteen (15) Business Days after the end of the Dispute Resolution Period, Buyer shall pay to Seller an amount (“Buyer’s Interim Payment”) equal to (x) the greater of (1) the Adjusted Purchase Price asserted by Buyer at the end of the Dispute Resolution Period and (2) the Adjusted Purchase Price set forth in Buyer’s Report, (y) less the Closing Payment. If both Buyer and Seller agree that the Adjusted Purchase Price is less than the Closing Payment, but the amount of such difference is disputed, then within fifteen (15) Business Days after the end of the Dispute Resolution Period, Seller shall deliver pay to Buyer an amount (“Seller’s Interim Payment”) equal to (x) the Closing Payment, (y) less the lesser of (i) the Adjusted Purchase Price asserted by Seller at the end of the Dispute Resolution Period and (ii) the Adjusted Purchase Price set forth in the Final Accounting Statement. (e) The Final Accounting Statement, whether as agreed between the Parties or as determined by a written report containing any changes Seller proposes to be made to such statement. If Seller fails to deliver a report to Buyer containing changes Seller proposes to be made to decision of the post-closing statementAccounting Referee, the post-closing statement delivered by Buyer shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than Within fifteen (15) Business Days after Buyer receives Seller’s proposed changes to the post-closing statement, earlier of (i) the Parties shall meet and undertake to agree on date the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Parties, whether Parties and (ii) the date the Parties receive the Accounting Referee’s decision (A) Buyer shall pay to Seller the amount by decision which the Adjusted Purchase Price exceeds the sum of the Closing Payment and Buyer’s Interim Payment, or (B) Seller shall pay to Buyer the amount by which the Closing Payment exceeds the Adjusted Purchase Price, less Seller’s Interim Payment, as applicable. Any post-Closing payment pursuant to this Article 6.5 shall bear Computed Interest from the Closing Date to the date of payment. The revenues and expenses included in the Final Accounting Referee or otherwise, Settlement shall be herein called final and binding on the “Final Settlement DateParties and not subject to further review, audit or arbitration.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred twenty (120) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“the Final Accounting Settlement”)Statement to Buyer. As soon as reasonably practicable, but no later than thirty (30) Days after Buyer receives the Final Accounting Statement, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Accounting Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and is final and binding on the Parties and not subject to further review, audit or arbitration. As soon as reasonably practicable, but no event later than thirty (30) Days after Seller receives Buyer’s written report, the post-closing statement, Seller Parties shall deliver meet to Buyer a written report containing attempt to agree on any changes Seller proposes adjustments to be made to such statementthe Final Accounting Statement. If Seller fails the Parties fail to deliver a report to Buyer containing changes Seller proposes to be made agree on final adjustments within that thirty (30) Day period, either Party may submit the disputed items to the post-closing statementAccounting Referee. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) Days after its receipt of each Party’s relevant materials pertaining to the dispute. The Final Account Statement, whether as agreed between the post-closing statement delivered Parties or as determined by Buyer a decision of the Accounting Referee shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer receives Seller’s proposed changes to the post-closing statement, the Parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve act as an expert for the dispute(s) regarding limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. Any amounts owed by one Party to the other under the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Parties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five fifteen (515) Business Days after the earlier of: the date the amounts are agreed by the Parties and the date the Parties receive the Accounting Referee’s decision; and the revenues and expenses included in the Final Accounting Settlement Date(including any and all revenues and expenses received and booked by Seller prior to Seller’s delivery of the Final Accounting Statement to Buyer) shall be final and binding on the Parties and not subject to further review, audit or arbitration.

Final Accounting Settlement. As soon as reasonably practicable, but --------------------------- in no event later than November 30one hundred and eighty (180) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-closing Closing adjustments applicable to the period of time between the Effective Time and Closing (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing Closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller which Buyer proposes to be made to such post-Closing statement. If Seller Buyer fails to timely deliver a the written report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Seller shall be deemed to be true and correct and the same shall be final and binding on the parties and non-appealable by the Partiesnot subject to arbitration hereunder. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s proposed changes to the post-closing statementBuyer's written report, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties Xxxxxx Xxxxxxxx LLP (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement post-Closing adjustments within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding on and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date."Final

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred eighty (180) Days after the end of the Transition Period, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“the Final Accounting Settlement”)Statement to Buyer. As soon as reasonably practicable, but in no event later than sixty (60) Days after Buyer receives the Final Accounting Statement, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Accounting Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and is final and binding on the Parties and not subject to further review, audit or arbitration. As soon as reasonably practicable, but no later than forty-five (45) Days after Seller receives Buyer's written report, the Parties shall meet to attempt to agree on any adjustments to the Final Accounting Statement. If the Parties fail to agree on final adjustments within that forty-five (45) Day period, either Party may submit the disputed items to the Accounting Referee no later than the thirtieth (30th) Day following the expiration of such forty-five (45) Day period. ANY ADJUSTMENT DISPUTE THAT IS NOT RESOLVED BY AGREEMENT OF THE PARTIES OR SUBMITTED TO THE ACCOUNTING REFEREE BY SUCH THIRTIETH (30TH) DAY SHALL BE DEEMED WAIVED UNLESS THE THIRTY (30) DAY PERIOD IS EXTENDED BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) Days after Seller receives the post-closing statement, Seller shall deliver to Buyer a written report containing any changes Seller proposes to be made to such statement. If Seller fails to deliver a report to Buyer containing changes Seller proposes to be made its receipt of relevant materials pertaining to the post-closing statement, dispute. The Accounting Referee shall act as an expert for the post-closing statement delivered limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee's fees and expenses. The Final Accounting Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than Within fifteen (15) Days after Buyer receives Seller’s proposed changes to the post-closing statement, the Parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Parties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “Final Settlement Date.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the earlier of (i) the date the amounts are agreed by the Parties and (ii) the date the Parties receive the Accounting Referee's decision (A) Buyer shall pay to Seller (on behalf of itself and BP America) the amount by which the Adjusted Purchase Price exceeds the Closing Payment, or (B) Seller shall pay to Buyer the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-Closing payment pursuant to this Article 6.6 shall bear Computed Interest from the Closing Date to the date of payment. The revenues and expenses included in the Final Accounting Settlement Dateshall be final and binding on the Parties and not subject to further review, audit or arbitration.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred eighty (180) Days after the end of the Transition Period, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller a post-closing statement setting forth a detailed final calculation of all post-closing adjustments (“the Final Accounting Settlement”)Statement to Buyer. Within three (3) Business Days following delivery of the Final Accounting Statement, Seller shall provide to Buyer’s representatives all supporting documentation reasonably necessary for Buyer’s representatives to review and verify any adjustments set forth in such Final Accounting Statement. 6.5.1 As soon as reasonably practicable, but in no event later than sixty (60) Days after Buyer receives the Final Accounting Statement, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any adjustments covered by the Final Accounting Statement as delivered by Seller to which Buyer fails to object in the written report within the sixty (60) Day period shall be deemed correct and are final and binding on the Parties and not subject to further review, audit or arbitration. 6.5.2 As soon as reasonably practicable, but no later than forty-five (45) Days after Seller receives Buyer’s written report, the Parties shall meet to attempt to agree on any adjustments to the Final Accounting Statement. If the Parties fail to agree on final adjustments within that forty-five (45) Day period, either Party may submit the disputed items to the Accounting Referee. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) Days after Seller receives its receipt of relevant materials pertaining to the post-closing statement, Seller shall deliver dispute (and the Parties agree to Buyer a written report containing any changes Seller proposes to be made to such statement. If Seller fails use their respective reasonable efforts to deliver a report to Buyer containing changes Seller proposes to be made such materials promptly to the post-closing statementAccounting Referee). 6.5.3 The Final Accounting Statement, whether as agreed between the post-closing statement delivered Parties or as determined by Buyer a decision of the Accounting Referee, shall be deemed to be true and correct and binding on and non-appealable by the Parties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer receives Seller’s proposed changes to the post-closing statement, the Parties shall meet and undertake to agree on the final post-closing adjustments. If the Parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties (the “Accounting Referee”). The Accounting Referee shall resolve act as an expert for the dispute(s) regarding limited purpose of determining the specific disputed adjustments submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. 6.5.4 Any amounts owed by one Party to the other under the Final Accounting Settlement shall be paid within thirty (30) Days after having the relevant materials submitted for review. The decision of earlier of: (i) the Accounting Referee shall be binding and non-appealable date that the amounts are agreed by the Parties. The fees , and (ii) the date that the Parties receive the Accounting Referee’s decision; and the revenues and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with included in the Final Accounting Settlement are agreed (including any and all Operating Revenues and Charges received and booked by Seller prior to by the Parties, whether by decision Seller’s delivery of the Final Accounting Referee or otherwise, Statement to Buyer) shall be herein called final and binding on the “Final Settlement DateParties and not subject to further review, audit or arbitration.” Any amounts owed by either Party to the other as a result of such final post-closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 30one hundred eighty (180) Days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-closing Closing adjustments applicable to the period of time between the Effective Time and Closing (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty (30) Days after Seller Buyer receives the post-closing Closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller which Buyer proposes to be made to such post- Closing statement. If Seller Buyer fails to timely deliver a the written report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Seller shall be deemed to be true and correct and the same shall be final and binding on the parties and non-appealable by the Partiesnot subject to arbitration hereunder. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Seller receives Seller’s proposed changes to the post-closing statementBuyer's written report, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties Ernst & Young LLP (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement post-Closing adjustments within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding on and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” ". Any amounts owed by either Party party to the other as a result of such final post-closing Closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November June 30, 20061998, Buyer, with Seller’s assistance and cooperation, Amoco shall prepare and deliver to Seller Xxxxxx a post-closing Closing statement setting forth a detailed final calculation of all post-closing adjustments applicable to the period of time between the Effective Time and February, 28, 1998 (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty sixty (3060) Days after Seller Xxxxxx receives the post-closing Closing statement, Seller Xxxxxx shall deliver to Buyer Amoco a written report containing any changes Seller which Xxxxxx proposes to be made to such Closing statement. If Seller Xxxxxx fails to timely deliver a the written report to Buyer Amoco containing changes Seller Xxxxxx proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Amoco shall be deemed to be true and correct and the same shall be final and binding on the parties and non-appealable by the Partiesnot subject to arbitration hereunder. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Buyer Amoco receives Seller’s proposed changes to the post-closing statementXxxxxx'x written report, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties Ernst and Young (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement Closing adjustments within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding on and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer Xxxxxx and SellerAmoco. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” ". Any amounts owed by either Party party to the other as a result of such final post-closing Closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date." Notwithstanding anything contained herein, this Paragraph 10 shall not apply to the Supplemental Properties.

Final Accounting Settlement. As soon as reasonably practicable, but in no event later than November 3090 days after Closing, 2006, Buyer, with Seller’s assistance and cooperation, Seller shall prepare and deliver to Seller Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-closing accounting adjustments (“"Final Accounting Settlement”"). As soon as reasonably practicable, but in no event later than thirty (30) Days 30 days after Seller Buyer receives the post-closing Closing statement, Seller Buyer shall deliver to Buyer Seller a written report containing any changes Seller Buyer proposes to be made to such statement. If Seller Buyer fails to deliver a report to Buyer Seller containing changes Seller Buyer proposes to be made to the post-closing Closing statement, the post-closing Closing statement delivered by Buyer Seller shall be deemed to be true and correct and binding on and non-appealable by the Partiesparties. As soon as reasonably practicable, but in no event later than fifteen (15) Days 15 days after Buyer Seller receives Seller’s Buyer's proposed changes to the post-closing Closing statement, the Parties parties shall meet and undertake to agree on the final post-closing Closing adjustments. Both before and after Seller issues its Final Accounting Statement Seller shall allow Buyer and its representatives full access during normal business hours to Seller's records involved or relating to the Final Accounting Statement in the interest of cooperative communication between the parties on the Final Accounting Statement matters. If the Parties parties fail to agree on the final post-closing Closing adjustments within such fifteen (15) Day -day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the Parties parties (the “"Accounting Referee”"). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Settlement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Accounting Referee shall be binding and non-appealable by the Partiesparties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Settlement are agreed to by the Partiesparties, whether by decision of the Accounting Referee or otherwise, shall be herein called the “"Final Settlement Date.” ". Any amounts owed by either Party party to the other as a result of such final post-closing Closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.