Common use of Final Accounting Statement Clause in Contracts

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller 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 Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) 90 days after the Closing Date, Seller 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 the Closing ("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 SellerSellers, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 Parties on the thirtieth (30th) 30th day following receipt thereof by Buyer (the "Final Settlement Date") unless Buyer gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement DateAccounting Statement becomes final, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Accounting Statement" ” shall mean (i) the revised Accounting Statement becoming final pursuant sent by Sellers to this SectionBuyer unless Buyer gives a Notice of Disagreement in accordance with Section 12.02(a), or (ii) upon resolution of any Dispute regarding a contained in such Notice of Disagreement, the revised Accounting Statement reflecting such resolutionsresolution, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Datecompletion of the transition services provided under the TOSA, Seller Shell, on behalf of the Sellers, shall prepare and deliver to Buyer a post-closing Purchaser an accounting statement setting forth a detailed (the “Final Accounting Statement”) showing the Sellers’ good faith updated determination of the Adjustments and any changes to the calculation of all post-Closing adjustments applicable the Adjustments from the calculations in the Preliminary Accounting Statement. If those changes result in an increase or decrease to the period for time between Final Purchase Price, the Effective Time and Closing ("Accounting Statement")Purchaser shall make such payment to the Sellers or the Sellers shall make a payment to the Purchaser, as the case may be. The Accounting Statement Parties 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 cooperate in accordance with Section 12. 01a commercially reasonable manner to avoid split month accounting for revenue. To the extent reasonably required by SellerShell, Buyer 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. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting The Parties’ failure to complete the amounts reflected on the Final Accounting Statement in order shall not constitute a waiver of the right to permit Buyer to perform or cause to be performed an auditreceive any amount otherwise due. The Final Accounting Statement shall become final and binding upon the parties on the thirtieth Parties and payable thirty (30th30) day following days after receipt thereof by Buyer Purchaser (the "“Final Settlement Accounting Date"”) unless Buyer Purchaser gives written notice of its disagreement desire to audit (a "Notice of Disagreement"an “Accounting Notice”) to Seller the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice of Disagreement 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 a an Accounting Notice of Disagreement is received by Seller the Sellers in a timely manner, then then, following any requested audit, the Parties shall resolve the Dispute Final Accounting Statement (as defined in Section 16.01) evidenced by the Notice of Disagreement revised in accordance with Article XVI. Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (b90) Within five (5) Business Days days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final pursuant date the Sellers and Purchaser agree in writing with respect to this Section, all matters as to which there is a disagreement or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, date on which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, Accounting Referee issues its decision as applicable, following such resolutionprovided in Section 6.4.

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer Purchaser a post-closing statement setting forth a detailed calculation of all post-adjustments not taken into account in preparing the Closing adjustments applicable to Statement (the period for time between the Effective Time and Closing ("“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 12. 0111.01. To the extent reasonably required by Seller, Buyer Purchaser shall assist in the preparation of the Final Accounting Statement. Statement and Purchaser agrees to provide Seller shall provide Buyer with reasonable access to such data and information as Buyer Seller may reasonably request supporting the amounts reflected on the Final Accounting Statement in order to permit Buyer to perform or cause to be performed an audit. Statement. (b) The Final Accounting Statement shall become final and binding upon the parties Parties on the thirtieth (30th) day following receipt thereof by Buyer Purchaser (the "“Final Settlement Date"”) unless Buyer Purchaser gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller prior to such date. If Purchaser gives such notice, the Final Settlement Date shall be the date on which a revised statement reflecting the resolution of all matters set forth in the Notice of Disagreement either by mutual agreement or pursuant to Section 16.01 has been received by both Parties. 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (bc) In the event an Asset deemed to be an Excluded Asset hereunder is conveyed to Purchaser pursuant to the terms of this Agreement subsequent to the Final Statement Date, Seller shall prepare and deliver to Purchaser a similar statement to reflect any adjustments arising from such transfer and the remaining provisions of this Agreement shall apply thereto. (d) Within five (5) Business Days after the Final Settlement Date, Seller shall pay to Buyer Purchaser or Buyer Purchaser shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, as reflected by the term "Final Statement" shall mean (i) Accounting Statement as agreed to by the revised Statement becoming parties, as deemed final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which as adjusted and resolved by the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolutionin accordance with Article XVI.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause to be performed an auditcomment on the Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 31st day following receipt thereof 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 dateNotice 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 To the extent that Seller has provided all necessary supporting documentation reasonably requested by Buyer with respect to the Accounting Statement, 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price, as adjusted pursuant to this Agreement, as set forth on the Final Statement exceeds the amount of the Purchase Price, as adjusted pursuant to this Agreement, paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price, as adjusted pursuant to this Agreement, as set forth on the Final Statement exceeds the amount of the Purchase Price, as adjusted pursuant to this Agreement, paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price, as adjusted pursuant to this Agreement, as set forth on the Final Statement is less than the amount of the Purchase Price, as adjusted pursuant to this Agreement, paid at the Closing, then Seller shall pay refund to Buyer or Buyer shall pay to Sellerthe amount by which the Purchase Price, as adjusted pursuant to this Agreement, as set forth on the Final Statement is less than the amount of the Purchase Price, as adjusted pursuant to this Agreement, paid at the Closing on or before the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety sixty (9060) days after the Closing Date, Seller shall prepare and deliver to Buyer Purchaser 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. 0112.01. To the extent reasonably required by Seller, Buyer Purchaser shall assist in the preparation of the Accounting Statement. Seller shall provide Buyer Purchaser such data and information as Buyer Purchaser may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer Purchaser 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 Purchaser (the "“Final Settlement Date"”) unless Buyer Purchaser gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller 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. (b) Within five two (52) Business Days after the Final Settlement Date, Seller shall pay to Buyer Purchaser or Buyer Purchaser shall pay to Seller, as applicable, Seller in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" ” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. Within one hundred eighty (a180) On days after the date of Closing, Seller shall prepare a final accounting statement (the “Final Accounting Statement”) for the adjustments to the Purchase Price provided for in Section 2.3 and any other adjustments arising pursuant to this Agreement. Seller, to the extent provided by Operator of the Assets, shall submit the Final Accounting Statement to Buyer, along with copies of third party vendor invoices in excess of $50,000.00 and/or any other detail requested by Buyer, or before other evidence of expenses agreed to by Buyer and Seller, and Buyer shall have sixty (60) days to review same and confirm the accuracy thereof. Upon agreement by Buyer and Seller as to the accuracy of said Final Accounting Statement, or upon the expiration of said sixty (60) day period, whichever occurs first, Seller or Buyer, whichever the case may be, shall promptly pay to the other such sum as may be found due, after making adjustments for any payments made at Closing in accordance with the Closing Statement. If Buyer and Seller are unable to agree to all adjustments respecting the Final Accounting Statement within sixty (60) days after Buyer’s receipt of the Final Accounting Statement submitted by Seller, adjustments which are not in dispute shall be made between Buyer or Seller at the expiration of such 60-day period, and as to the adjustments which remain in dispute, Buyer and Seller shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Buyer and Seller are unable to agree to such final adjustments within ninety (90) days after Seller provides the Closing DateFinal Accounting Statement to Buyer, Seller shall prepare and deliver either party may submit such disagreement 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")arbitration as provided in Section 14. The Accounting Statement shall include any adjustment or payment which was not finally determined as costs and expenses 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 Seller, Buyer arbitration shall assist in the preparation of the Accounting Statement. Seller 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 Seller 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 shared equally by Seller 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. (b) and Buyer. Within five (5) Business Days days after the decision of the arbitrator, the Buyer or Seller, as the case may be, shall promptly make a cash payment to the other equal to the sum as may be found to be due as the Final Accounting Statement. Nothing in this Section shall limit any right of either party to assert a claim for revenues or reimbursement after the Final Settlement DateAccounting Statement, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, and in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean regard (i) should any party receive revenues to which the revised Statement becoming final pursuant other is entitled, such party shall pay over such revenues to this Sectionthe appropriate party within 30 days of receipt thereof, or and (ii) upon resolution of should any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, party pay for costs or expenses for which the Parties other party is responsible, such party shall issue, or cause reimburse the Independent Expert or arbitrators to issue, as applicable, following other party within 30 days of the date the responsible party receives an invoice for such resolutioncosts and expenses.

Final Accounting Statement. (a) On or before ninety (90) days after the latest of the Closing DateDate and the resolution of all Title Defects and Environmental Defects pursuant to the terms of this Agreement, Seller Sellers shall prepare and deliver to Buyer a post-closing Closing statement setting forth a detailed calculation of all post-Closing Unadjusted Purchase Price adjustments applicable to the period for time between Unadjusted Purchase Price (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. 0112.01. To the extent reasonably required by SellerSellers, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 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 Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement DateAccounting Statement becomes final, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Accounting Statement" ” shall mean (i) the revised Accounting Statement becoming final pursuant sent by Sellers to this SectionBuyer unless Buyer gives a Notice of Disagreement in accordance with Section 12.02(a), or (ii) upon resolution of any Dispute regarding a contained in such Notice of Disagreement, the revised Accounting Statement reflecting such resolutionsresolution, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) 120 days after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing Closing statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for of 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. 0112.01. To the extent reasonably required requested by Seller, Buyer shall use commercially reasonable efforts to assist in the preparation of the Accounting Statement. Seller 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 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 Seller on or prior to such date. Any Notice of Disagreement shall specify in reasonable 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (b) Within five Absent Buyer’s delivery of a Notice of Disagreement pursuant to Section 12.02(a), within three (53) Business Days business days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, Seller in immediately available funds the net amount due. For purposes If Buyer delivers a Notice of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final Disagreement to Seller pursuant to this SectionSection 12.02(a), or within three (ii3) upon business days after resolution of any Dispute regarding a such Notice of Disagreement, Seller shall pay to Buyer or Buyer shall pay to Seller in immediately available funds the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolutionnet amount due.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon on the parties 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 Seller prior to that date, and upon such dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller Sellers shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 0112.02. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller Sellers shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon on the parties 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 Seller Sellers prior to that date, and upon such dateNotice 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 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 XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Sellers the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, Seller if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Sellers shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as {0000000;4} - 42 - finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 45th day following receipt thereof 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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 31st day following receipt thereof 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 dateNotice 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 use commercially reasonable efforts to resolve the Dispute (as defined in Section 16.01) disagreement evidenced by the Notice of Disagreement in accordance with Article XVIDisagreement. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the fifth (55th) Business Days Day after the Final Settlement Date. If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Seller, as applicable, in immediately available funds before the net amount duefifth (5th) Business Day after the Final Settlement Date. For purposes of this Agreement, the term "“Final Statement" shall mean (i) ” means the revised final Accounting Statement becoming final as finalized pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolutionSection 14.02(a).

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 31st day following receipt thereof 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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. Within one hundred eighty (a) On or before ninety (90180) days after the Closing Date, Buyer shall prepare a final accounting statement (the “Final Accounting Statement”) for its adjustments to the Purchase Price provided for in Section 2.4 and any other adjustments arising pursuant to this Agreement. Buyer shall submit the Final Accounting Statement to Seller, along with copies of third party vendor invoices in excess of $10,000.00, or other evidence of expenses agreed to by Buyer and Seller, and Seller shall prepare have thirty (30) days to review same and deliver to confirm the accuracy thereof. Upon agreement by Buyer a post-closing statement setting forth a detailed calculation of all post-Closing adjustments applicable and Seller as to the period for time between the Effective Time and Closing ("accuracy of said Final Accounting Statement"). The Accounting Statement , or upon the expiration of said thirty (30) day period, whichever occurs first, Seller or Buyer, whichever the case may be, shall include promptly pay to the other such sum as may be found due, after making adjustments for any adjustment or payment which was not finally determined as of the payments made at Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12. 01the Closing Statement. To If Buyer and Seller are unable to agree to all adjustments respecting the extent reasonably required Final Accounting Statement within thirty (30) days after Seller’s receipt of the Final Accounting Statement submitted by Buyer, adjustments which are not in dispute shall be made between Buyer or Seller at the expiration of such 30-day period, and as to the adjustments which remain in dispute, Buyer and Seller shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Buyer and Seller are unable to agree to such final adjustments within ninety (90) days after Buyer provides the Final Accounting Statement to Seller, Buyer shall assist either Party may submit such disagreement to arbitration as provided in the preparation Article X. The costs and expenses of the Accounting Statement. Seller arbitration 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 Seller 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 shared equally by Seller 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. (b) and Buyer. Within five (5) Business Days days after the decision of the arbitrator, the Buyer or Seller, as the case may be, shall promptly make a cash payment to the other equal to the sum as may be found to be due as the Final Accounting Statement. Nothing in this Section shall limit any right of either Party to assert a claim for revenues or reimbursement after the Final Settlement DateAccounting Statement, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, and in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean regard (i) should any Party receive revenues to which the revised Statement becoming final pursuant other is entitled, such Party shall pay over such revenues to this Sectionthe appropriate Party within 30 days of receipt thereof, or and (ii) upon resolution of should any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, Party pay for costs or expenses for which the Parties other Party is responsible, such Party shall issue, or cause be reimbursed by the Independent Expert or arbitrators to issue, as applicable, following other Party within 30 days of the date the responsible Party receives an invoice for such resolutioncosts and expenses.

Final Accounting Statement. (a) On or before ninety (90) days after the latest of the Closing DateDate and the resolution of all Title Defects and Environmental Defects pursuant to the terms of this Agreement, Seller Sellers shall prepare and deliver to Buyer a post-closing Closing statement setting forth a detailed calculation of all post-Closing Unadjusted Purchase Price adjustments applicable to the period for time between Unadjusted Purchase Price (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.Statement 01. To the extent reasonably required by SellerSellers, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 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 Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement DateAccounting Statement becomes final, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Accounting Statement" ” shall mean (i) the revised Accounting Statement becoming final pursuant sent by Sellers to this SectionBuyer unless Buyer gives a Notice of Disagreement in accordance with Section 12.02(a), or (ii) upon resolution of any Dispute regarding a contained in such Notice of Disagreement, the revised Accounting Statement reflecting such resolutionsresolution, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement10.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth Parties on the thirty-first (30th31st) day following receipt thereof 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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXIV. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 11.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions. For purposes of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and other days on which the Parties shall issuenational banks are closed for business in Midland, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolutionTexas.

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer Purchaser a post-closing statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for of time between the Effective Time and Closing ("“Accounting Statement"”). The Accounting Statement shall include any adjustment or payment which was not fully and finally determined as of the Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12. 0111.01. To the extent reasonably required by Seller, Buyer Purchaser shall assist in the preparation of the Accounting Statement. Seller Statement and Purchaser shall provide Buyer Seller such data and information as Buyer Seller may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause to be performed an auditStatement. The Accounting Statement shall become final and binding upon the parties Parties on the thirtieth (30th) day following receipt thereof by Buyer Purchaser (the "“Final Settlement Date"”) unless Buyer Purchaser gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement Date, Seller shall pay to Buyer Purchaser or Buyer Purchaser shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" ” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 31st day following receipt thereof 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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer or Buyer shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, by which the Parties shall issue, or cause Purchase Price as set forth on the Independent Expert or arbitrators to issue, as applicable, following such resolution.Final

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth Parties on the thirty-first (30th31st) day following receipt thereof by Buyer Xxxxx (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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions. (c) The Parties agree that any and all payments pursuant to this Agreement shall, which to the Parties shall issuemaximum extent permitted by applicable Law, or cause be treated for all Tax purposes as an adjustment to the Independent Expert or arbitrators to issue, as applicable, following such resolutionPurchase Price.

Final Accounting Statement. (a) On or before As soon as reasonably practicable, but in no event later than ninety (90) days Days after the Closing DateClosing, Seller Sellers shall prepare and deliver to Buyer a post-closing statement setting forth a detailed final calculation of all post-Closing closing adjustments applicable to the period for time between periods before and after the Effective Time and Closing ("“Final Accounting Statement"”). As soon as reasonably practicable, but in no event later than thirty (30) Days after Buyer receives the Final Accounting Statement, Buyer shall deliver to Sellers a written report containing any changes Buyer proposes to be made to such statement. If Buyer fails to deliver such report to Sellers, the Final Accounting Statement delivered by Sellers 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 Sellers receive Buyer’s proposed changes to the Final Accounting Settlement, 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 Statement shall include any adjustment or payment which was not finally determined as of within thirty (30) Days after having the Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12. 01relevant materials submitted for review. To the extent reasonably required by Seller, Buyer shall assist in the preparation The decision of the Accounting StatementReferee shall be binding and non-appealable by the parties. Seller shall provide Buyer such data The fees and information as Buyer may reasonably request supporting the amounts reflected on expenses associated with the Accounting Statement in order to permit Referee shall be borne half by Buyer to perform or cause to be performed an auditand half by Sellers. The date upon which all amounts associated with the Final Accounting Statement are agreed to by the parties or determined by decision of the Accounting Referee, is referred to as the “Final Settlement Date.” Any amounts owed by either party to the other as a result of the Final 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 Seller 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 Seller 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. (b) Within be paid within five (5) Business Days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause to be performed an auditreview the Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 31st day following receipt thereof by Buyer (the "“Final Settlement Date"”) unless Buyer gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller prior to such that date, which Notice of Disagreement may be amended, modified or otherwise supplemented by Buyer prior to the Final Settlement Date, after which, 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing Closing statement setting forth a detailed final calculation of all post-Closing adjustments applicable attributable to the period for time between Assets and the Effective Time and Closing interests described in Section 11.1 ("Final 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 Seller, Buyer shall assist in the preparation of the Final Accounting Statement. As soon as reasonably practicable, but in no event later than thirty (30) days after Buyer receives the Final Accounting Statement, Buyer shall deliver to Seller a written exception report containing any and all changes Buyer proposes to be made to the Final Accounting Statement. Buyer's proposed changes to the Final Accounting Statement contained in the written exception report shall be final and Buyer shall not be allowed to make any amendments or modifications thereto. If Buyer fails to deliver such an exception report to Seller within that period, the Final Accounting Statement delivered by Seller shall provide Buyer such data be deemed to be true and information correct and binding on and non-appealable by all Parties. As soon as Buyer may reasonably request supporting practicable, but in no event later than fifteen (15) days after Seller receives Buyer's exception report, the amounts reflected 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 the accounting firm KPMG LLP (the "Accounting Statement in order to permit Buyer to perform or cause to be performed an auditReferee"). The Accounting Statement Referee shall become final 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 binding upon non-appealable by the parties on Parties. The fees and expenses associated with the thirtieth (30th) day following receipt thereof Accounting Referee shall be borne equally by Buyer (and Seller. The date upon which all amounts associated with the Final Accounting Statement are established, whether by agreement of the Parties or by decision of the Accounting Referee, shall be herein called the "Final Settlement Date") unless Buyer gives written notice ." Any amounts owed by either Party to the other as a result of its disagreement (a "Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement final post-Closing adjustments 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (b) Within be paid within five (5) Business Days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety sixty (9060) days after the Closing Date, Seller 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"”). Buyer agrees that, if necessary, the sixty (60) day time period may be extended for an additional thirty (30) day period. 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 Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 Seller 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 Seller 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. (b) Within five fifteen (515) Business Days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, Seller in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" ” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller 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 SellerSellers, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement Date, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" ” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller 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.the 01. To the extent reasonably required by SellerSellers, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 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 Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement DateAccounting Statement becomes final, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Accounting Statement" ” shall mean (i) the revised Accounting Statement becoming final pursuant sent by Sellers to this SectionBuyer unless Buyer gives a Notice of Disagreement in accordance with Section 12.02(a), or (ii) upon resolution of any Dispute regarding a contained in such Notice of Disagreement, the revised Accounting Statement reflecting such resolutionsresolution, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) days after the Closing Date, Seller 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.the 01. To the extent reasonably required by SellerXxxxxxx, Buyer Xxxxx shall assist in the preparation of the Accounting Statement. Seller 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 Parties on the thirtieth (30th) day following receipt thereof by Buyer (the "Final Settlement Date") unless Buyer Xxxxx gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement DateAccounting Statement becomes final, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Accounting Statement" ” shall mean (i) the revised Accounting Statement becoming final pursuant sent by Sellers to this SectionBuyer unless Buyer gives a Notice of Disagreement in accordance with Section 12.02(a), or (ii) upon resolution of any Dispute regarding a contained in such Notice of Disagreement, the revised Accounting Statement reflecting such resolutionsresolution, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the ninetieth (9090th) days day after the Closing Date, Seller Sellers shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 0112.02. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller Sellers shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth Parties on the thirty-first (30th31st) day following receipt thereof by Buyer (the "“Final Settlement Date"”) unless Buyer gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller Sellers prior to that date, and upon such dateNotice 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 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 XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Sellers the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, Seller if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Sellers shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver provide to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement14.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform evaluate the same. To the extent that Seller and Buyer are unable to agree upon any adjustments on or cause to be performed an audit. The Accounting Statement shall become final and binding upon before thirty (30) days after 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 Seller 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 Seller in a timely mannerdate set forth above, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXX. (b) Within five (5) Business Days after If the amount of the Purchase Price as set forth on the Final Settlement DateStatement exceeds the amount of the estimated Purchase Price paid at the Closing, Seller shall pay to Buyer or then Buyer shall pay to SellerSeller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (3rd) Business Day following resolution of the Final Statement by the Parties or by an Independent Expert, if applicable. If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or before the third (3rd) Business Day following resolution of the Final Statement by the Parties or by an Independent Expert, if applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized by mutual agreement of Buyer and Seller pursuant to this Section, Section 16.02(a) or (ii) upon resolution of any Dispute regarding a Notice of DisagreementDispute, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) calendar days after the Closing Date, Seller 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. 0112.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 Parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the "“Final Settlement Date"”) unless Buyer gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller 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. Notwithstanding the foregoing, settlement among the Parties for ad valorem taxes shall be determined when rendered by the applicable taxing authorities subject to final determination. (b) Within five (5) Business Days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, Seller in immediately available funds the net amount due. To the extent any amount is due Seller from Buyer in connection with the Final Settlement, Buyer shall pay such amount to Eagle Oil & Gas Co. (as Seller’s agent and without any further liability or obligation of Buyer with respect to handling of the funds by Eagle Oil & Gas Co. or the distribution of the funds by Eagle Oil & Gas Co. among each individual Seller) alternatively Buyer shall pay any Seller directly who gives written directions for such payment to Buyer and to Eagle Oil & Gas Co. at least five (5) Business Days prior to the date of such payment and provided that all Sellers have executed and delivered to Buyer a written closing statement approving the allocation of any funds to be paid among the various Sellers. For purposes of this Agreement, the term "“Final Statement" ” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety (90) days after the latest of the Closing DateDate and the resolution of all Title Defects and Environmental Defects pursuant to the terms of this Agreement, Seller Sellers shall prepare and deliver to Buyer a post-closing Closing statement setting forth a detailed calculation of all post-Closing Unadjusted Purchase Price adjustments applicable to the period for time between Unadjusted Purchase Price (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.Statement 01. To the extent reasonably required by SellerXxxxxxx, Buyer Xxxxx shall assist in the preparation of the Accounting Statement. Seller 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 Parties on the thirtieth (30th) day following receipt thereof by Buyer (the "Final Settlement Date") unless Buyer Xxxxx gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller 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. (b) Within five (5) Business Days after the Final Settlement DateAccounting Statement becomes final, Seller Sellers shall pay to Buyer or Buyer shall pay to Seller, as applicable, Sellers in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Accounting Statement" ” shall mean (i) the revised Accounting Statement becoming final pursuant sent by Sellers to this SectionBuyer unless Buyer gives a Notice of Disagreement in accordance with Section 12.02(a), or (ii) upon resolution of any Dispute regarding a contained in such Notice of Disagreement, the revised Accounting Statement reflecting such resolutionsresolution, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth Parties on the thirty-first (30th31st) day following receipt thereof 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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement Date, Seller shall pay to Buyer Date (or Buyer shall pay to Seller, as applicable, in immediately available funds within the net amount due. For purposes third (3rd) Business Day of this Agreement, the term "Final Statement" shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreementthe Final Statement by an Independent Expert, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.if -40-

Final Accounting Statement. (a) On or before ninety (90) days after the Closing DateJune 30, 2014, Seller 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. 015.02. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 fifteenth (30th15th) day following receipt thereof by Buyer (the "“Final Settlement Date"”) unless Buyer gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller 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 Seller in a timely manner, then the Parties shall use their best efforts to promptly resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIDispute. (b) Within five (5) Business Days business days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, Seller in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" ” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement. “Business Days” means all calendar days excluding Saturdays, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolutionSundays and U.S. legal holidays.

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) Parties on the 31st day following receipt thereof by Buyer (the "“Final Settlement Date"”) unless Buyer Xxxxx gives written notice of its disagreement (a "“Notice of Disagreement"”) to Seller prior to that date, and upon such dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due. For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Accounting Statement. (a) On or before ninety the one hundred twentieth (90120th) days day after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement revised Closing Statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between actual Purchase Price Adjustments (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 Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with Section 12. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Accounting Statement12.02. Seller shall provide Buyer such data and information as Buyer reasonably may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Buyer to perform or cause agree to be performed an auditthe Accounting Statement. The Accounting Statement shall become final and binding upon the parties on the thirtieth Parties on the thirty-first (30th31st) day following receipt thereof 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 dateNotice 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 (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVIXVIII. (b) Within five If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (53rd) Business Days Day after the Final Settlement DateDate (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or Buyer shall pay to Sellerbefore the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, as if applicable, in immediately available funds the net amount due). For purposes of this Agreement, the term "“Final Statement" shall mean ” means (i) the revised final Accounting Statement becoming final as finalized pursuant to this SectionSection 14.02(a), or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised final Accounting Statement reflecting such those resolutions. (c) The Parties agree that any and all payments pursuant to this Agreement shall, which to the Parties shall issuemaximum extent permitted by applicable Law, or cause be treated for all Tax purposes as an adjustment to the Independent Expert or arbitrators to issue, as applicable, following such resolutionPurchase Price.

Final Accounting Statement. (a) On or before Within ninety (90) days after the Closing Datedate of Closing, Seller shall prepare and deliver to Buyer a post-closing final accounting 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 Seller, Buyer shall assist in the preparation of the Accounting Statement. Seller 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 DateAccounting Statement") unless Buyer gives written notice for the adjustments to the Purchase Price provided for in Section 2.3 and any other adjustments arising pursuant to this Agreement. Seller shall submit the Final Accounting Statement to Buyer, along with copies of its disagreement (a "Notice third-party vendor invoices in excess of Disagreement") $2,500.00, or other evidence of expenses agreed to Seller 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 Seller in a timely mannerand Buyer; and Buyer shall have ten (10) days to review same and confirm the accuracy thereof. Upon agreement by Seller and Buyer as to the accuracy of said Final Accounting Statement, then or upon the Parties expiration of said ten (10) day period, whichever occurs first, Buyer or Seller, whichever the case may be, shall resolve promptly pay to the Dispute (other such sum as defined in Section 16.01) evidenced by the Notice of Disagreement may be found due, after making adjustments for any payments made at Closing in accordance with Article XVI. the Closing Statement. If Seller and Buyer are unable to agree to all adjustments respecting the Final Accounting Statement within ten (b10) days after Buyer's receipt of the Final Accounting Statement submitted by Seller, adjustments which are not in dispute shall be made between Seller or Buyer at the expiration of such 10-day period, and as to the adjustments which remain in dispute, Seller and Buyer shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Seller and Buyer are unable to agree to such final adjustments within thirty (30) days after Seller provides the Final Accounting Statement to Buyer, either party may submit such disagreement to arbitration as provided in Sections 7.6 and 7.7; provided that, in such instance, the arbitrator shall be a regional independent accounting firm selected by mutual agreement of the parties. The costs and expenses of the arbitration shall be borne equally by the parties. Within five (5) Business Days days after the decision of the arbitrator, the Seller or Buyer, as the case may be, shall promptly make a cash payment to the other equal to the sum as may be found to be due as the Final Accounting Statement. Nothing in this Section shall limit any right of either party to assert a claim for revenues or reimbursement after the Final Settlement DateAccounting Statement, Seller shall pay to Buyer or Buyer shall pay to Seller, as applicable, and in immediately available funds the net amount due. For purposes of this Agreement, the term "Final Statement" shall mean regard (i) should any party receive revenues to which the revised Statement becoming final pursuant other is entitled, such party shall pay over such revenues to this Sectionthe appropriate party within 30 days of receipt thereof, or and (ii) upon resolution of should any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, party pay for costs or expenses for which the Parties other party is responsible, such party shall issue, or cause reimburse the Independent Expert or arbitrators to issue, as applicable, following other party within 30 days of the date the responsible party receives an invoice for such resolutioncosts and expenses.