Common use of Final Accounting Clause in Contracts

Final Accounting. On or before one hundred twenty (120) days after the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before one hundred twenty (120a) days after Sellers and Purchaser shall use all reasonable efforts to accomplish a single final accounting and cash adjustment for the period between the Effective Time and the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later earlier than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty no later than ninety (6090) days after Closing to accomplish the Seller’s receipt purposes of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller Section 8.1 and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and(“Final Accounting”). Parties shall cooperate to avoid split month accounting for revenue. To that end, without any additional or supplemental submittals in the event Closing does not occur on the first day of a calendar month, Sellers will market Hydrocarbon production, pay associated royalties for the calendar month in which Closing occurs on Purchaser’s behalf, and Sellers’ remittance of the amount of production sales, less royalties, paid by either PartySellers to Purchaser will be included in the Final Accounting adjustments. Sellers shall prepare the Final Accounting and submit it to Purchaser for acceptance. To the extent reasonably required by Sellers, may consider such other accounting and financial standards matters as Purchaser shall assist in its opinion are necessary or appropriate the preparation of the Final Accounting. Purchaser shall have the right to make a proper determinationaudit the Final Accounting. The Parties’ failure to complete the Final Accounting shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting shall become final and binding upon the Parties shall direct the Accounting Referee to resolve the disputes within and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit or of its disagreement (an “Accounting Notice”) to Sellers prior to such date. Time is of the written statements essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in reasonable detail the dollar amount, nature and basis of any disagreement so asserted. If an Accounting Notice is received by Sellers in a timely manner, then, following any requested audit, the Final Accounting (as revised in accordance with clause (i) or (ii) below) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of thirty (30) days after (i) the date Sellers and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision. (b) During the sixty (60) days following the date of receipt by Sellers of an Accounting Notice which requests an audit, Sellers shall make available the necessary records to permit the audit and Sellers and Purchaser shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Accounting Notice or discovered in the audit. If, at the end of such sixty (60) day period, Sellers and Purchaser have not reached agreement on such matters, the matters that remain in dispute shall be submitted to a mutually agreed neutral accountant (the “Accounting Referee”) for review and to render a decision in writing based upon such written statementsfinal binding resolution. The Accounting Referee shall act as be a certified public accountant who is an expert for the limited purpose employee or partner of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Partya recognized independent public accounting firm. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of event the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or cannot agree upon resolution of such adjustments by the Accounting Referee, as each Party will appoint a neutral accountant who meets the case may be, criteria set forth in the Final Statement (as adjusted pursuant foregoing sentence and the two selected accountants shall appoint a third accountant meeting the foregoing criteria to such agreement or resolution by be the “Accounting Referee) will be deemed final ”. All determinations and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to allocating items to the Properties so assigned period before or reafter the Effective Time shall be in accordance with generally accepted accounting principles, consistently applied, and this Agreement. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Sellers and Purchaser shall each be responsible for one-assigned will be reflected half of the fees and expenses of the Accounting Referee. (c) If a Party receives any proceeds or invoice for any additional expenses for or on behalf of the other Party, it shall promptly transmit such invoice to the other Party (who shall timely pay such invoice) or remit to the other Party the proceeds received (to the extent such amounts had not been previously accounted for in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentFinal Accounting).

Final Accounting. On or before one hundred twenty (120) days after the Closing Dateclose of business on the 60th day following the Closing, the Seller Buyer (with the cooperation of the BuyerSeller) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Seller a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). The amount of each adjustment to the Purchase Price described in Section 2.1 and Section 2.2 shall be determined in accordance with XXXXX and, to the extent not in conflict with XXXXX, with GAAP using the accrual method of accounting, as consistently applied. If the Buyer Seller disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) 30 days after its receipt of the Final Statement, the Buyer Seller will deliver to the Seller Buyer a written exception report containing any changes the Buyer Seller proposes to be made to the Final Statement. If the Buyer Seller fails to deliver such exception report to the Seller Buyer within that period, the Final Statement as delivered by the Seller Buyer will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer Seller delivers a timely an exception report, as soon as reasonably practicablepracticable thereafter, but in no event later than thirty (30) 10 days after the Seller Buyer receives the BuyerSeller’s exception report, the Parties will meet and and/or otherwise undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) 20 days after the SellerBuyer’s receipt of the BuyerSeller’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) % by the Seller and fifty percent (50%) % by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, Statement and the BuyerSeller’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) 10 Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) 30 days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Referee shall not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitratorarbitrator or mediator, shall not consider consider, hear or decide any other matters except the specific Final Statement disputes or matters presented and may shall not award damages, interest, costs interest or penalties (including punitive or exemplary damages, lost profits, consequential, special or indirect damages) to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute any matters submitted as well as all proprietary records of the Parties Parties, if any, reviewed by the Accounting Referee in the process of resolving such disputedisputes. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment2.4.

Final Accounting. On or before one hundred twenty (120) days after the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.121.1) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, then the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any either Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution through the binding dispute resolution process set forth in this Section by submission to the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its PURCHASE AND SALE AGREEMENT 8 determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitratorbe limited to the procedures set forth in this Section, shall not consider any other disputes or matters and may not award damages, interest, costs costs, attorney’s fees, expenses or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties (or resolution by the Accounting Referee) to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Refereeresolution) will be deemed final final, conclusive and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2Parties, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event without right of such an assignment or refunded/unwound in the event of such a re-assignmentappeal.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, the Seller CELLC (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller CELLC a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller CELLC within that period, the Final Statement as delivered by the Seller CELLC will be deemed to be true and correct, and shall be binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, then as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller CELLC receives the Buyer’s exception report, CELLC and the Parties Buyer will meet and undertake to agree PURCHASE AND SALE AGREEMENT 20 on the final post-Closing adjustments to the Purchase Priceadjustments. If CELLC and the Parties Buyer fail to agree on the final post-Closing adjustments within sixty thirty (6030) days after the SellerCELLC’s receipt of the Buyer’s exception report, then any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller Sellers and fifty percent (50%) by the Buyer. The Seller Sellers and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller respective Party pursuant to such the Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment2.10.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, the Seller Sellers (with the cooperation of the Buyer) will jointly prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.122.1) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to CALLC (with a simultaneous copy to the Seller other Seller) a written exception report containing any PURCHASE AND SALE AGREEMENT 27 changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller Sellers within that period, the Final Statement as delivered by the Seller Sellers will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty forty-five (6045) days after the Seller’s Sellers’ receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller Sellers and fifty percent (50%) by the Buyer. The Seller Sellers and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute disputes presented to it, shall not act as an arbitrator, shall not consider consider, hear or decide any other matters except the specific Final Statement disputes or matters presented and may shall not award damages, interest, costs interest or penalties to either Party. The Accounting Referee shall not have the powers of the arbitrators under Section 13 and shall not consider any matters that are Arbitrable Disputes. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such disputedispute (if any). Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller Sellers pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before (a) Seller and Purchaser shall use all reasonable efforts to accomplish a single final accounting and cash adjustment for the period between the Effective Time and the Closing no later than one hundred twenty (120) days after Closing to accomplish the Closing Date, the Seller (with the cooperation purposes of the Buyer) will prepare, in accordance with the provisions Section 6.1 and of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final StatementAccounting”). If Seller shall prepare the Buyer disputes any items Final Accounting and submit it to Purchaser for acceptance. To the extent reasonably required by Seller, Purchaser shall assist in or the accuracy and completeness preparation of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt Accounting. Purchaser shall have the right to audit the Final Accounting. The Parties’ failure to complete the Final Accounting shall not constitute a waiver of the right to receive any amount otherwise due. The Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true Accounting shall become final and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit or of its disagreement (an “Accounting Notice”) to Seller prior to such date. Time is of the written statements essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If an Accounting Notice is received by Seller in a timely manner, then, following any requested audit, the Final Accounting (as revised in accordance with clause (i) or (ii) below) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of thirty (30) days after (i) the date Seller and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision. (b) During one hundred twenty (120) days following the date of receipt by Seller of an Accounting Notice which requests an audit, Seller shall make available the necessary records to permit the audit and Seller and Purchaser shall attempt (in good faith) to resolve in writing any differences that they may have with respect to all matters specified in the Accounting Notice or discovered in the audit. If, at the end of such one hundred twenty (120) day period, Seller and Purchaser have not reached agreement on such matters, pursuant to this Section, the matters that remain in dispute shall be submitted to a neutral accountant (the “Accounting Referee”) for review and to render a decision in writing based upon such written statementsfinal binding resolution. The Accounting Referee shall act as be a certified public accountant who is an expert for the limited purpose employee or partner of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters a recognized independent public accounting firm. All determinations and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to allocating items to the Properties so assigned period before or reafter the Effective Time shall be in accordance with generally accepted accounting principles, consistently applied and this Agreement. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Seller and Purchaser shall each be responsible for one-assigned will be reflected half of the fees and expenses of the Accounting Referee. (c) If a Party receives any proceeds or pays any additional expenses for or on behalf of the other Party, it shall promptly invoice the other Party for such expenses (who shall promptly pay such invoice) or remit to the other Party the proceeds received (to the extent such amounts had not been previously accounted for in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentFinal Accounting).

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final accounting adjustments with respect to System Costs and System Revenues for a specified period beginning not more than 30 days prior to the Purchase Price which takes into account all such adjustments Effective Time and ending on or after the Closing Date as provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). The Final Statement shall separately identify final accounting adjustments with respect to System Costs and System Revenues for the period beginning as the Effective Time and ending on and including the Closing Date (the “Effective Time Period”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen forty-five (1545) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely an exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by a nationally recognized accounting firm mutually agreed upon by the Parties (the “Accounting Referee”). The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, Statement and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten twenty (1020) Business Days days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either any Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. In determining the proper amount of the Effective Time Adjustment, the Accounting Referee shall not increase the Effective Time Adjustment more than the increase proposed by a Party nor decrease the Effective Time Adjustment more than the decrease proposed by a Party, as applicable. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Parties. Any amounts owing by Buyer or Seller to the Seller other Party pursuant to such the Final Statement will be (net of any amounts already paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case received pursuant to the provisions of Section 2.1.2 2.9(a) or 2.2.2, any such (b)) shall be made by wire transfer of immediately available funds within five (5) Business Days after the finalization of the adjustments to the Final Statement as provided in this Section. To the extent that the finally determined adjustments with respect Final Statement reflects that System Costs exceeded System Revenues during the Effective Time Period, the Purchase Price shall be deemed to have been increased by such difference; and to the Properties so assigned or re-assigned will extent that the finally determined Final Statement reflects that the System Revenues exceeded System Costs during the Effective Time Period, the Purchase Price shall be reflected in the amounts paid deemed to have been decreased by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentdifference.

Final Accounting. On or before the later of one hundred twenty (120) days after the Closing Date, or if applicable, the date of final determination of any title or environmental disputes under Section 2.1, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.122.1) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party either the Buyer or the Seller will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller Buyer and the Buyer Seller shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider consider, hear or decide any other matters except the specific adjustment disputes or matters presented to it and may shall not award damages, interest, costs interest or penalties (including punitive or exemplary damages, lost profits, consequential, special or indirect damages) to either Partythe Buyer or the Seller. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute any matters submitted as well as all proprietary records of the Parties Parties, if any, reviewed by the Accounting Referee in the process of resolving such disputedisputes. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties, may be enforced against the Parties in any court of competent jurisdiction and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, Date the Seller Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Buyer a post-closing Closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) and showing the calculation of such adjustments together with reasonable substantiation thereof (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen the later of (15i) one hundred twenty (120) days after its the Closing Date, or (ii) thirty (30) days following the Buyer’s receipt of the Final Statement, the Buyer will deliver to the Seller Sellers a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller Sellers within that period, the Final Statement as delivered by the Seller Sellers will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely an exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and exception report, either the Sellers or the Buyer will be entitled to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for submit the limited purpose dispute to arbitration pursuant to the terms of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence Section 14 of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such disputethis Agreement. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may bearbitration, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Refereearbitration) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller Sellers pursuant to such Final Statement will shall be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect tendered to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentother Party no later than five (5) days thereafter.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, the Seller Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Buyer a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in for adjustments under Section 2.1.122.1, which shall be determined pursuant to Section 2.1 and paid pursuant to Sections 2.1.11 and 2.9) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller Sellers a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller Sellers within that period, the Final Statement as delivered by the Seller Sellers will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely an exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty thirty (6030) days after the Seller’s Sellers’ receipt of the Buyer’s exception report, any Party either the Sellers or the Buyer will be entitled to submit the dispute PURCHASE AND SALE AGREEMENT -28- for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller Sellers and fifty percent (50%) by the Buyer. The Seller Sellers and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, Statement and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider consider, hear or decide any other matters except the specific Final Statement disputes or matters presented and may shall not award damages, interest, costs interest or penalties to either Party. In addition, the The Accounting Referee shall agree in writing to keep strictly confidential not have the specifics and existence of such dispute as well as all proprietary records powers of the Parties reviewed by the Accounting Referee in the process of resolving such disputearbitrators under Section 14 and shall not consider any matters that are Arbitrable Disputes. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller Sellers pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Buyer a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in for adjustments under Section 2.1.122.1, which shall be determined pursuant to Section 2.1 and paid pursuant to Sections 2.1.11 and 2.9) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely an exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty thirty (6030) days after the Seller’s receipt of the Buyer’s exception report, any Party either the Seller or the Buyer will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, Statement and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider consider, hear or decide any other matters except the specific Final Statement disputes or matters presented and may shall not award damages, interest, costs interest or penalties to either Party. In addition, the The Accounting PURCHASE AND SALE AGREEMENT -29- Referee shall agree in writing to keep strictly confidential not have the specifics and existence of such dispute as well as all proprietary records powers of the Parties reviewed by the Accounting Referee in the process of resolving such disputearbitrators under Section 14 and shall not consider any matters that are Arbitrable Disputes. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before In the event a final settlement statement subsequent to the Closing is necessary, Seller will include in its review, without limitation, all revenue received along with royalties paid, and any operating expenses, taxes, and overhead as provided for in Articles 12, 13, 14, 15 and 16 herein. Seller shall issue the final settlement statement for the Interests conveyed within one hundred twenty (120) days or such earlier date as is practicable under the circumstances after the Closing DateClosing. This statement will net revenues received against royalties, operating expenses, taxes, and overhead (if applicable). Purchaser shall respond with objections and proposed corrections within thirty (30) days of the issuance of the final settlement statement. In the event Purchaser does not respond to the final settlement statement by signing or objecting within thirty (30) days of the issuance of the final settlement statement said statement shall be deemed approved by Purchaser. After approval by both parties, the Seller (with final settlement statement for the cooperation of the Buyer) Interests conveyed will prepare, in accordance with the provisions of this Agreement, be summarized and deliver a net check or invoice will be promptly sent to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments Purchaser. Purchaser agrees to the Purchase Price which takes into account all promptly pay any such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller invoice within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after receipt by Purchaser and shall not offset such amounts against any other obligation or claim made by Purchaser against Seller or its affiliates. Seller will accept only written inquiries regarding the Seller receives final settlement statement. In the Buyer’s exception reportevent, Purchaser shall object to the final settlement statement, the Parties will parties shall meet within thirty (30) days and undertake to agree on the final post-Closing adjustments to the Purchase Pricenegotiate in good faith a mutually acceptable settlement statement. If the Parties fail parties are unable to agree on reach an agreement, then the final post-Closing adjustments within sixty (60) days after firm of Ernst and Young, L.L.P. or other mutually acceptable accounting firm, shall act as an arbitrator and decide all points of disagreement with respect to the Seller’s receipt Final Settlement Statement. The decision of the Buyer’s exception report, any Party will arbitrator on all such points shall be entitled to submit binding upon the dispute for resolution by the Accounting Refereeparties. The cost costs and expenses of the Accounting Referee arbitrator shall be paid borne fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentPurchaser.

Final Accounting. On or before one hundred twenty thirty (12030) days after the Closing Date, end of the Seller Cure Period the Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Buyer a post-post- closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller Sellers a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller Sellers within that period, the Final Statement as delivered by the Seller Sellers will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty thirty (6030) days after the Seller’s Sellers’ receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost costs and expenses of the Accounting Referee shall be paid fifty percent (50%) by the Seller Sellers and fifty percent (50%) by the Buyer. The Seller Sellers and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, Statement and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall may not consider hear or decide any other matters except the specific Final Statement disputes or matters presented to it and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute disputes as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller Sellers pursuant to such Final Statement will shall be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before 10.4.1. Within one hundred twenty (120) days after following the Closing, Purchaser shall conduct a final accounting of all matters and items subject to proration pursuant to this Article X, which shall include a determination as to whether there were any errors or omissions on the Closing Date, the Seller Statement (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement“Final Accounting”), and Purchaser shall deliver to Seller a certificate (the Buyer, a post-closing statement setting forth a detailed calculation of all “Final Adjustment Certificate”) reflecting the final adjustments proration calculations (the “Final Prorations”). In addition to the Purchase Price which takes into account all such adjustments provided standard prorations, Purchaser shall be entitled to include in this Agreement (except as otherwise any proration calculation any amounts of Seller’s transaction costs set forth in Section 2.1.12) (the “Final Statement”)10.5 not paid at Closing as an amount owed to Purchaser pursuant to such prorations. 10.4.2. If the Buyer disputes any Purchaser and Seller shall cooperate in good faith to reconcile all items in or the accuracy and completeness of included on the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting RefereeAccounting. The cost of the Final Accounting Referee shall be paid fifty percent (50%) by the Seller binding and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Refereeconclusive on all Parties hereto, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than unless within ten (10) Business Days after appointment receipt by Seller of the Accounting Referee. In making its determinationFinal Adjustment Certificate Seller notifies Purchaser in writing that it seeks an adjustment in the Final Accounting, and specifies in reasonable detail the Accounting Referee shall be bound by items that it seeks to adjust and the terms of this Agreement andreasons therefor (which may include items not reflected in the Final Adjustment Certificate, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determinationbut which Seller believes should have been reflected therein). The Parties shall direct the Accounting Referee attempt to resolve such dispute; however, if Purchaser and Seller have not resolved the disputes request for adjustment within fifteen (15) Business Days after delivery of the original notice by Seller to Purchaser, then the Parties shall submit such dispute to KPMG, LLC, certified public accountants. The determination of such accountants, which shall be made within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon submission, shall be conclusive, provided that such written statements. The Accounting Referee accountant shall act as an expert for the limited purpose of determining only decide the specific Final Statement items under dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the decision for each disputed amount must be within the range of values assigned to each such item by Purchaser and Seller. The fees and expenses of such accountant shall be paid by Seller, on the one hand, and by Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Purchaser, respectively, bears to the aggregate amount due to either actually contested by Seller and Purchaser. Any retainer charged by such accountant will be advanced 50% by Seller, on the Buyer or one hand, and 50% by Purchaser, on the Seller other hand. 10.4.3. In the event it is determined pursuant to the Final Accounting, if any, that any amounts are due and owing by Seller to Purchaser, then Seller shall cause such Final Statement will amounts to be paid in accordance with Section 2.9to Purchaser on or before thirty (30) days from the date the Final Accounting is completed. If In the event it is determined pursuant to the Final Accounting that any Properties amounts are assigned due and owing by Purchaser to Buyer after Closing or re-assigned Seller, then Purchaser shall cause such amounts to be paid to Seller in each case pursuant to Section 2.1.2 on or 2.2.2, any such finally determined adjustments with respect to before thirty (30) days from the Properties so assigned or re-assigned will be reflected in date the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentFinal Accounting is completed.

Final Accounting. On or before one (a) SELLER and PURCHASER shall use their best efforts to accomplish a single final accounting and cash adjustment for the period between the Effective Time and the Closing no later than one-hundred and twenty (120) days after Closing to accomplish the Closing purposes of Section 7.1 and of this Agreement ("Final Accounting"). SELLER shall prepare the Final Accounting and submit same to PURCHASER for acceptance. To the extent reasonably required by SELLER, PURCHASER shall assist in the preparation of the Final Accounting. PURCHASER shall have the right to audit the Final Accounting. The Parties' failure to complete the Final Accounting shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting shall become final and binding upon the Parties and payable ninety (90) days after receipt thereof by PURCHASER (the "Final Accounting Date") unless PURCHASER gives written notice of its desire to audit or of its disagreement (an "Accounting Notice") to SELLER prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice which sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If an Accounting Notice is received by SELLER in a timely manner, then, following any requested audit, the Seller Final Accounting (with the cooperation of the Buyer) will prepare, as revised in accordance with clause (i) or (ii) below) shall become final and binding on the provisions of this Agreement, Parties and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to amounts due shall be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered payable by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than earlier of thirty (30) days after (i) the Seller receives date SELLER and PURCHASER agree in writing with respect to all matters as to which there is a disagreement or (ii) the Buyer’s exception reportdate on which the Arbitrator (as hereinafter defined) issues its decision. (b) During the ninety (90) days following the date of receipt by SELLER of an Accounting Notice which requests an audit, SELLER shall make available the Parties will meet necessary records to permit the audit and undertake SELLER and PURCHASER shall attempt (in good faith) to agree on resolve in writing any differences that they may have with respect to all matters specified in the final post-Closing adjustments to Accounting Notice or discovered in the Purchase Priceaudit. If If, at the Parties fail to agree on end of the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception reportday period, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller SELLER and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present PURCHASER have not reached agreement on such matters, pursuant to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms arbitration provision of this Agreement andand this Section, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards the matters as that remain in its opinion are necessary or appropriate dispute shall be submitted to make a proper determination. The Parties shall direct an arbitrator (the Accounting Referee to resolve the disputes within thirty (30"Arbitrator") days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statementsfinal binding resolution. The Accounting Referee Arbitrator shall act as an expert for the limited purpose be a member of determining the specific Final Statement dispute presented to it, a recognized independent public accounting firm and shall not act as an arbitrator, shall not consider any other disputes or matters be agreed upon by SELLER and may not award damages, interest, costs or penalties to either PartyPURCHASER in writing. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics All determinations and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to allocating items to the Properties so assigned period before or re-assigned will after the Effective Time shall be reflected in accordance with generally accepted accounting principles, consistently applied. The Arbitrator shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Arbitrator. The Arbitrator's decision reached in accordance with the above paragraphs shall be final, and shall not be subject to further arbitration under Section 10.9. (c) If SELLER or PURCHASER at any time after the Final Accounting receives any proceeds or pay any additional expenses for or on behalf of the other Party (in the amounts paid by Buyer case of PURCHASER, SELLER Amounts, and in the event case of SELLER, PURCHASER Amounts), they shall promptly invoice the other Party for such an assignment expenses (who shall promptly pay such invoice) or refunded/unwound remit to the other Party the proceeds received (to the extent such amounts had not been previously accounted for in the event of such a re-assignmentFinal Accounting).

Final Accounting. On or before one hundred twenty (120a) days after Seller and Purchaser shall use all reasonable efforts to accomplish a single final accounting and cash adjustment for the period between the Effective Time and the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later earlier than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not no later than ten ninety (1090) Business Days days after appointment Closing to accomplish the purposes of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms Section 8.1 and of this Agreement and(“Final Accounting”). Parties shall cooperate to avoid split month accounting for revenue. To that end, without any additional or supplemental submittals in the event Closing does not occur on the first day of a calendar month, Seller will market Hydrocarbon production, pay associated royalties for the calendar month in which Closing occurs on Purchaser’s behalf, and Seller’s remittance of the amount of production sales, less royalties, paid by either PartySeller to Purchaser will be included in the Final Accounting adjustments. Seller shall prepare the Final Accounting and submit it to Purchaser for acceptance. To the extent reasonably required by Seller, may consider such other accounting and financial standards matters as Purchaser shall assist in its opinion are necessary or appropriate the preparation of the Final Accounting. Purchaser shall have the right to make a proper determinationaudit the Final Accounting. The Parties’ failure to complete the Final Accounting shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting shall become final and binding upon the Parties shall direct the Accounting Referee to resolve the disputes within and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit or of its disagreement (an “Accounting Notice”) to Seller prior to such date. Time is of the written statements essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If an Accounting Notice is received by Seller in a timely manner, then, following any requested audit, the Final Accounting (as revised in accordance with clause (i) or (ii) below) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of thirty (30) days after (i) the date Seller and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision. (b) During the sixty (60) days following the date of receipt by Seller of an Accounting Notice which requests an audit, Seller shall make available the necessary records to permit the audit and Seller and Purchaser shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Accounting Notice or discovered in the audit. If, at the end of such sixty (60) day period, Seller and Purchaser have not reached agreement on such matters, the matters that remain in dispute shall be submitted to a neutral accountant (the “Accounting Referee”) for review and to render a decision in writing based upon such written statementsfinal binding resolution. The Accounting Referee shall act as be a certified public accountant who is an expert for the limited purpose employee or partner of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Partya recognized independent public accounting firm. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of event the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or cannot agree upon resolution of such adjustments by the Accounting Referee, as each Party will appoint a neutral accountant who meets the case may be, criteria set forth in the Final Statement (as adjusted pursuant foregoing sentence and the two selected accountants shall appoint a third accountant meeting the foregoing criteria to such agreement or resolution by be the Accounting Referee) will be deemed final . All determinations and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to allocating items to the Properties so assigned period before or reafter the Effective Time shall be in accordance with generally accepted accounting principles, consistently applied, and this Agreement. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Seller and Purchaser shall each be responsible for one-assigned half of the fees and expenses of the Accounting Referee. (c) If, prior to the first anniversary of the Closing Date, a Party receives any proceeds or pays any additional expenses for or on behalf of the other Party, it shall promptly invoice the other Party for such expenses (who shall promptly pay such invoice) or remit to the other Party the proceeds received (to the extent such amounts had not been previously accounted for in the Final Accounting), provided that if such proceeds or expenses relate to matters covered by the Settlement Agreement, such proceeds or expenses will be reflected handled in accordance with the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentprovisions thereof.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, Date the Seller Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Buyer a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen one hundred five (15105) days after its receipt of the Final StatementClosing Date, the Buyer will deliver to the Seller Sellers a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller Sellers within that period, the Final Statement as delivered by the Seller Sellers will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely an exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and exception report, either the Sellers or the Buyer will be entitled to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for submit the limited purpose dispute to arbitration pursuant to the terms of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence Section 14 of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such disputethis Agreement. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may bearbitration, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Refereearbitration) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller Sellers pursuant to such Final Statement will shall be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect tendered to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentother Party no later than five (5) days thereafter.

Final Accounting. On or before one hundred twenty (120) days after the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, then the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any either Party. If the Buyer delivers a timely exception report, then as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party either Buyer or Seller will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Buyer and Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented 27242226 28 Asset Purchase Agreement to it, shall not act as an arbitrator, shall not consider, hear or decide any matters except the specific adjustment disputes presented to it and shall not award legal fees, damages, interest or penalties (including punitive or exemplary damages, lost profits, consequential, special or indirect damages) to Buyer or Seller. The Accounting Referee shall not have the powers of the arbitrators under Section 13 and shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Partythat are Arbitrable Disputes. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute any matters submitted as well as all proprietary records of the Parties Parties, if any, reviewed by the Accounting Referee in the process of resolving such disputedisputes. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final final, conclusive and binding on all the Parties, without right of the Parties appeal, and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment‎2.8.

Final Accounting. On or before one hundred twenty (120) days Each Seller and Buyer acknowledge and agree that, on the Closing Date, such Seller and Buyer may not have sufficient information to conduct and complete a final proration of all items subject to proration pursuant to this Section 11.2. Accordingly, each respective Seller and Buyer agree that, as soon as is reasonably practicable after the Closing Date, and in all events by no later than December 31, 2015, such Seller and Buyer shall make a final accounting of all items relating to the Property to be prorated between Seller (and Buyer pursuant to this Section 11.2. In conjunction with the cooperation performance of such final accounting, following a request from any Seller, Buyer shall provide such Seller with copies of all monthly and other statements sent to the Buyer) will prepareTenants itemizing amounts owing under the Leases by the Tenants, in accordance including Taxes and any such percentage rent (together with the provisions copies of this Agreementinvoices, statements and other supporting documentation evidencing expenses incurred, how Revenues were received and applied, and deliver all such other information as reasonably requested by Seller). In the event it is determined, pursuant to such final accounting, that any amounts have been paid to and received by a Seller and are due and owing by such Seller to Buyer, then such Seller shall cause such amounts to be paid to Buyer within ten (10) Calendar Days after such final accounting is completed. In the event it is determined, pursuant to such final accounting, that any amounts have been paid to and received by Buyer and are due and owing by Buyer to any Seller, then Buyer shall cause such amounts to be paid to such Seller within ten (10) Calendar Days after such final accounting is completed. Notwithstanding anything to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided contrary as contained in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen (15) days after its receipt of the Final Statement, the Buyer will deliver to the Seller a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller within that period, the Final Statement as delivered by the Seller will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Seller receives the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Seller’s receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing StatementFloor, the proposed Final Statement, Cap and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, Increased Cap shall not act as an arbitrator, shall not consider apply to any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed amounts payable by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the any Seller pursuant to such Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2this Article 11 hereof, including, without limitation, any such finally determined adjustments obligation of Seller with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignmentProperty Expense Reconciliation.

Final Accounting. On or before one hundred twenty ninety (12090) days after the Closing Date, the Seller CELLC (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller CELLC a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller CELLC within that period, the Final Statement as delivered by the Seller CELLC will be deemed to PURCHASE AND SALE AGREEMENT 18 be true and correct, and shall be binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, then as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller CELLC receives the Buyer’s exception report, CELLC and the Parties Buyer will meet and undertake to agree on the final post-Closing adjustments to the Purchase Priceadjustments. If CELLC and the Parties Buyer fail to agree on the final post-Closing adjustments within sixty thirty (6030) days after the SellerCELLC’s receipt of the Buyer’s exception report, then any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller Sellers and fifty percent (50%) by the Buyer. The Seller Sellers and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall not consider any other disputes or matters and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller respective Party pursuant to such the Final Statement will be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.

Final Accounting. On or before one hundred twenty thirty (12030) days after the Closing Date, end of the Seller Cure Period the Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer, Buyer a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1.12) (the “Final Statement”). If the Buyer disputes any items in or the accuracy and completeness of the Final Statement, then as soon as reasonably practicable, but in no event later than fifteen thirty (1530) days after its receipt of the Final Statement, the Buyer will deliver to the Seller Sellers a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Seller Sellers within that period, the Final Statement as delivered by the Seller Sellers will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Buyer delivers a timely exception report, as soon as reasonably practicable, but in no event later than thirty fifteen (3015) days after the Seller receives Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments to the Purchase Price. If the Parties fail to agree on the final post-Closing adjustments within sixty thirty (6030) days after the Seller’s Sellers’ receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost costs and expenses of the Accounting Referee shall be paid fifty percent (50%) by the Seller Sellers and fifty percent (50%) by the Buyer. The Seller Sellers and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a single written statement of its position on the dispute disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement, Statement and the Buyer’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, shall may not consider hear or decide any other matters except the specific Final Statement disputes or matters presented to it and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such dispute disputes as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the PURCHASE AND SALE AGREEMENT 28 Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Seller Sellers pursuant to such Final Statement will shall be paid in accordance with Section 2.9. If any Properties are assigned to Buyer after Closing or re-assigned to Seller in each case pursuant to Section 2.1.2 or 2.2.2, any such finally determined adjustments with respect to the Properties so assigned or re-assigned will be reflected in the amounts paid by Buyer in the event of such an assignment or refunded/unwound in the event of such a re-assignment.