Final Accounting Statement. (a) On or before the one hundred twentieth (120th) day after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth a detailed calculation of the actual Purchase Price Adjustments (the “Accounting Statement”). The Accounting Statement shall include any adjustment or payment which was not finally determined as of the Closing Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12.02. Seller shall provide Buyer such data and information as Buyer reasonably may request supporting the amounts reflected on the Accounting Statement to permit Buyer to agree to the Accounting Statement. The Accounting Statement shall become final and binding on the Parties on the 31st day following receipt by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to that date, and upon such Notice of Disagreement, the Accounting Statement will be final and binding with respect to all matters other than those specified in the Notice of Disagreement. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute evidenced by the Notice of Disagreement in accordance with Article XVIII.
Final Accounting Statement. On or before ninety (90) days after the completion of the transition services provided under the TOSA, Shell, on behalf of the Sellers, shall prepare and deliver to Purchaser an accounting statement (the “Final Accounting Statement”) showing the Sellers’ good faith updated determination of the Adjustments and any changes to the calculation of the Adjustments from the calculations in the Preliminary Accounting Statement. If those changes result in an increase or decrease to the Final Purchase Price, the Purchaser shall make such payment to the Sellers or the Sellers shall make a payment to the Purchaser, as the case may be. The Parties shall cooperate in a commercially reasonable manner to avoid split month accounting for revenue. To the extent reasonably required by Shell, Purchaser shall assist in the preparation of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right to audit the Final Accounting Statement. The Parties’ failure to complete the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final and binding upon the Parties and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit (an “Accounting Notice”) to the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. Purchaser shall not be entitled to dispute any Expense made by the Sellers that is materially consistent with the Sellers’ past practices. If an Accounting Notice is received by the Sellers in a timely manner, then, following any requested audit, the Final Accounting Statement (as revised in accordance with Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (90) days after (i) the date the Sellers and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision as provided in Section 6.4.
Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Sellers shall prepare and deliver to Buyer a post-closing statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period between the Effective Time and the
Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Sellers shall prepare and deliver to Buyer a post-closing statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between the Effective Time and Closing (“Accounting Statement”). The Accounting Statement shall include any adjustment or payment which was not finally determined as of the Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12.01. To the extent reasonably required by Sellers, Buyer shall assist in the preparation of the Accounting Statement. Sellers shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause to be performed an audit. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Sellers prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Sellers in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI.
Final Accounting Statement. (a) On or before ninety (90) days after the latest of the Closing Date and the resolution of all Title Defects and Environmental Defects pursuant to the terms of this Agreement, Sellers shall prepare and deliver to Buyer a post-Closing statement setting forth a detailed calculation of all Unadjusted Purchase Price adjustments applicable to the Unadjusted Purchase Price (the “Accounting Statement”). The Accounting Statement shall include any adjustment or payment which was not finally determined as of the Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12.01. To the extent reasonably required by Sellers, Buyer shall assist in the preparation of the Accounting Statement. Sellers shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause to be performed an audit. The Accounting Statement shall become final and binding upon the Parties on the thirtieth (30th) day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Sellers prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Sellers in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI.
Final Accounting Statement. Upon termination of this Agreement, Owner-Operator shall promptly deliver to Counterparty a final Accounting Statement effective as of the date of such termination (taking into account the balance of any reserve or operating accounts existing as of the date of such termination) and the Parties shall promptly pay any final Net Profits or Net Loss in accordance with the terms of Section 2.3.
Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a post-closing statement setting forth a detailed calculation of all adjustments not taken into account in preparing the Closing Statement (the “Final Accounting Statement”). The Final Accounting Statement shall include any adjustment or payment which was not fully and finally determined as of the Closing Date and reflected in the Closing Statement and the allocation of revenues and expenses as determined in accordance with Section 11.01. To the extent reasonably required by Seller, Purchaser shall assist in the preparation of the Final Accounting Statement and Purchaser agrees to provide Seller with reasonable access to such data and information as Seller may reasonably request supporting the amounts reflected on the Final Accounting Statement.
Final Accounting Statement. (a) On or before the one hundred twentieth (120th) day after the Closing Date, Seller shall provide to Buyer a revised Closing Statement setting forth a detailed calculation of the actual Purchase Price Adjustments (the “Accounting Statement”). The Accounting Statement shall include any adjustment or payment which was not finally determined as of the Closing Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 14.02. Seller shall provide Buyer such data and information as Buyer reasonably may request supporting the amounts reflected on the Accounting Statement to permit Buyer to evaluate the same. To the extent that Seller and Buyer are unable to agree upon any adjustments on or before thirty (30) days after the date set forth above, then the Parties shall resolve the Dispute in accordance with Article XX.
Final Accounting Statement. Subsequent to the Closing Date, a final accounting statement will be prepared by PEC, subject to verification by Futures, based upon the actual income and expenses between the Effective Date and the Closing Date. PEC or Futures, as the case may be, shall pay to the other such sums as may be found to be due in said final account (the "Final Account Adjustment").
Final Accounting Statement. 28 10.5 Records/Audit.......................................................28 10.6
