Common use of Final Settlement/Purchase Price Adjustments Clause in Contracts

Final Settlement/Purchase Price Adjustments. Within 90 days after Closing, Seller shall provide to Buyer, for Buyer's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Seller's and Buyer's Credits for the adjustment set out in this Section 3.3. Buyer shall have the right for 30 days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer and Seller shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "Final Settlement"). If Buyer and Seller have not agreed on the Final Settlement Statement before the 60th day after Buyer’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's Credits"): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon the prevailing market value for crude oil in effect as of the Effective Time adjusted for grade and gravity, less taxes and transportation fees deducted by the purchaser of such oil, such oil to be measured at the Effective Time by the Seller, who is the operator of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities and (ii) the value of all of Seller's unsold inventory of gas plant products, if any, attributable to the Leases at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price for said products; (2) the amount of all prudent production expenses, operating expenses and expenditures attributable to the operation of the Assets on and after the Effective Time paid by the Seller and accrued prior to the date Buyer assumes operations as determined pursuant to Exhibit E in accordance with generally accepted accounting principles; (3) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (4) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's Credits"): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, sold by the Seller after the Effective Time, all of which are attributable to the Assets, and any other monies collected by the Seller with respect to the ownership or operation of the Assets after the Effective Time; (2) the amount of all unpaid ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for the current year shall be computed based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Time; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (5) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, as detailed on the attached Schedule 3.3(b)(5), (obligations for payment of which amounts to such third parties Buyer shall assume at Closing); and (6) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (c) Seller shall prepare and deliver to Buyer, at least five (5) Business Days prior to Closing, Seller's estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.3. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's and Buyer's agreed upon estimated adjustments and Seller's good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties in connection with the resolution of the Final Settlement Statement).

Final Settlement/Purchase Price Adjustments. Within 90 one hundred twenty (120) days after Closing, Seller Optionor shall provide to BuyerOptionee, for Buyer's Optionee’s concurrence, an accounting (the "“Final Settlement Statement"”) of the actual amounts of Seller's Optionor’s and Buyer's Optionee’s Credits for the adjustment adjustments set out in this Section 3.312.5. Buyer Optionee shall have the right for 30 thirty (30) days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer Optionee and Seller Optionor shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "“Final Settlement"”). If Buyer and Seller have not agreed on the Final Settlement Statement before the 60th day after Buyer’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's “Optionor’s Credits"”): (1) the value of (i) all Inventory HydrocarbonsHydrocarbons attributable to the Assets, such value to be based upon the prevailing market value existing contract price for crude oil in effect as of the Effective Time adjusted for grade and gravityTime, less taxes severance taxes, transportation fees and transportation other fees deducted by the purchaser of such oil, such oil to be measured at the Exercise Effective Time by the Seller, who is the operator operators of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities ; and (ii) the value of all of Seller's Optionor’s unsold inventory of gas plant products, if any, attributable to the Leases Assets at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller Optionor and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price in the field for said products; (2) the amount of all prudent production expenses, operating expenses and all expenditures attributable to the operation of the Assets on and after the Exercise Effective Time paid by the Seller and accrued by Optionor prior to the date Buyer assumes operations as determined pursuant to Exhibit E Closing Date in accordance with generally accepted accounting principlesprinciples and Section 11.1; (3) an amount equal to the sum of any upward adjustments provided elsewhere in this AgreementAgreement applicable to the Assets; and (4) any other amount agreed upon by Seller Optionor and Buyer Optionee in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's “Optionee’s Credits"”): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, Hydrocarbons sold by the Seller Optionor after the Exercise Effective Time, all of Time which are attributable to the Assets, and any other monies collected by the Seller Optionor with respect to the ownership or operation of the Assets after the Exercise Effective Time;, but excepting interest income. (2) the amount of all unpaid ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes), which taxes and assessments become due and payable or accrue to the Assets prior to the Exercise Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for otherwise, the current year amount of the adjustment under this paragraph shall be computed based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Timeended; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (5) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, as detailed on the attached Schedule 3.3(b)(5), (obligations for payment of which amounts to such third parties Buyer shall assume at Closing); and (64) any other amount agreed upon by Seller Optionor and Buyer Optionee in writing prior to Closing. (c) Seller Optionor shall prepare and deliver to BuyerOptionee, at least five (5) Business Days business days prior to Closing, Seller's Optionor’s estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's Optionor’s estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.312.5. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's Optionor’s and Buyer's Optionee’s agreed upon estimated adjustments and Seller's Optionor’s good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties Parties in connection with the resolution of the Final Settlement Statement). (d) In the event the Purchase Price is not a Cash Payment, but is in the form of a Volumetric Production Payment, any and all adjustments in the Purchase Price shall be made and payable in cash.

Final Settlement/Purchase Price Adjustments. Within 90 one hundred twenty (120) days after Closing, Seller shall provide to Buyer, for Buyer's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Seller's and Buyer's Credits for the adjustment adjustments set out in this Section 3.3. Buyer shall have the right for 30 thirty (30) days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer and Seller shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "Final Settlement"). If Buyer and Seller have not agreed on the Final Settlement Statement before the 60th day after Buyer’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's Credits"): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon the prevailing market value existing contract price for crude oil in effect as of the Effective Time adjusted for grade and gravityTime, less taxes severance taxes, transportation fees and transportation other fees deducted by the purchaser of such oil, such oil to be measured at the Effective Time by the Seller, who is the operator operators of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities ; and (ii) the value of all of Seller's unsold inventory of gas plant products, if any, attributable to the Leases at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price in the field for said products; (2) the amount of all prudent production expenses, operating expenses and all expenditures attributable to the operation of the Assets on and after the Effective Time paid by the Seller and accrued by Seller prior to the date Buyer assumes operations as determined pursuant to Exhibit E Closing Date in accordance with generally accepted accounting principlesprinciples and Section 11.1; (3) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (4) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's Credits"): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, Hydrocarbons sold by the Seller after the Effective Time, all of which are attributable to the Assets, and any other monies collected by the Seller with respect to the ownership or operation of the Assets after the Effective Time;, but excepting interest income. (2) the amount of all unpaid ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for otherwise, the current year amount of the adjustment under this paragraph shall be computed based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Timeended; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (5) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, as detailed on the attached Schedule 3.3(b)(5), (obligations for payment of which amounts to such third parties Buyer shall assume at Closing); and (64) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (c) Seller shall prepare and deliver to Buyer, at least five (5) Business Days business days prior to Closing, Seller's estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.3. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's and Buyer's agreed upon estimated adjustments and Seller's good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties Parties in connection with the resolution of the Final Settlement Statement).

Final Settlement/Purchase Price Adjustments. Within 90 120 days after Closing, Seller shall provide to Buyer, for Buyer's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Seller's and Buyer's Credits for the adjustment set out in this Section 3.3. Buyer shall have the right for 30 days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer and Seller shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "Final Settlement"). If Buyer and Seller have not agreed on the Final Settlement Statement before the 60th day after Buyer’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's Credits"): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon the prevailing market value for crude oil in effect as of the Effective Time adjusted for grade and gravity, less taxes and transportation fees deducted by the purchaser of such oil, such oil to be measured at the Effective Time by the Seller, who is the operator operators of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities ; and (ii) the value of all of Seller's unsold inventory of gas plant products, if any, attributable to the Leases at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price for said products; (2) the amount of all prudent production expenses, operating expenses and all expenditures attributable to the operation of the Assets on and after the Effective Time paid by the Seller and accrued prior to the date Buyer assumes operations as determined pursuant to Exhibit E Closing Date in accordance with generally accepted accounting principlesprinciples and Section 11.1; (3) an amount equal to $250,000 per month (or prorated portion thereof) from the Effective Time to the Closing Date, as a fee for operating the Assets ; (4) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (45) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's Credits"): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, Hydrocarbons sold by the Seller after the Effective Time, all of which are attributable to the Assets, and any other monies collected by the Seller with respect to the ownership or operation of the Assets after the Effective Time;Time (including XXXXX overhead fees from unaffiliated third parties related to time periods after the Closing Date), but excepting interest income. (2) the amount of all unpaid ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for otherwise, the current year amount of the adjustment under this paragraph shall be computed based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Timeended; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (54) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, as detailed on the attached Schedule 3.3(b)(5), parties (obligations for payment of which amounts to such third parties Buyer shall assume at Closing); and; (65) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (c) Seller shall prepare and deliver to Buyer, at least five "Business Days" (5being all days excluding weekends and federal holidays) Business Days prior to Closing, Seller's estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.3. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's and Buyer's agreed upon estimated adjustments and Seller's good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties in connection with the resolution of the Final Settlement Statement). Notwithstanding anything to the contrary contained herein, Seller shall not be required to credit Buyer with revenue not actually received by Seller.

Final Settlement/Purchase Price Adjustments. Within 90 days after Closing, Seller shall provide to Buyer, for Buyer's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Seller's and Buyer's Credits for the adjustment set out in this Section 3.3. Buyer shall have the right for 30 days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer and Seller shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "Final Settlement"). If Buyer and Seller have not agreed on the Final Settlement Statement before the 60th day after Buyer’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's Credits"): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon actual sales receipts if available or, in the absence thereof, upon the prevailing market value for crude oil in effect as of the Effective Time adjusted for grade and gravity, less taxes and transportation fees deducted by the purchaser of such oil, such oil to be measured at the Effective Time by the Seller, who is the operator operators of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities ; and (ii) the value of all of Seller's unsold inventory of gas plant products, if any, attributable to the Leases at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price for said products; (2) the amount of all prudent production expenses, operating expenses and all expenditures attributable to the operation of the Assets on after August 1, 2004, and after the Effective Time actually paid by the Seller and accrued prior to the date Buyer assumes operations as determined pursuant to Exhibit E in accordance with generally accepted accounting principles; (3) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (4) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's Credits"): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, Hydrocarbons sold by the Seller after the Effective TimeAugust 1, 2004, all of which are attributable to the Assets, and any other monies collected by the Seller with respect to the ownership or operation of the Assets after August 1, 2004, but excepting interest income. To the Effective Timeextent collected as of Closing, such revenue shall be included in the preliminary statement referenced in Section 3.3(c). To the extent collected after Closing such revenue, less Seller's reasonable estimate of amounts then owing to Seller, shall be delivered to Buyer within five (5) business days after receipt of such revenue by Seller. Delivery or acceptance of such revenue shall not be considered a waiver of any rights to further adjustments or calculations a party may have pursuant to this Agreement; (2) the amount of all unpaid ad valorem, property, production, net profits, excise, severance and similar taxes and assessments (but not including income taxes) ("Taxes"), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for otherwise, the current year amount of the adjustment under this paragraph shall be computed based upon such taxes Taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Timeended; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (54) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, parties as detailed on set forth in Schedule 3.3(b)(4) hereto (subject to reasonable updating through the attached Schedule 3.3(b)(5), Closing Date) (obligations for payment of which amounts to such third parties Buyer shall assume at Closing); (5) an amount equal to all unpaid royalties, overriding royalties and other burdens on production, production expenses, operating expenses and all expenditures attributable to the operation of the Assets prior to the Effective Time in accordance with generally accepted accounting principles; and (6) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (c) Seller shall prepare and deliver to Buyer, at least five (5) "Business Days Days" prior to Closing, Seller's estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.3. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's and Buyer's agreed upon estimated adjustments and Seller's good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties in connection with the resolution of the Final Settlement Statement)3.

Final Settlement/Purchase Price Adjustments. Within 90 days after Closing, Seller shall provide to Buyer, for Buyer's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Seller's and Buyer's Credits for the adjustment set out in this Section 3.3. Buyer shall have the right for 30 days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer and Seller shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "Final Settlement"). If Buyer and Seller have not agreed on the Final Settlement Statement before the 60th day after Buyer’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's Credits"): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon actual sales receipts if available or, in the absence thereof, upon the prevailing market value for crude oil in effect as of the Effective Time adjusted for grade and gravity, less taxes and transportation fees deducted by the purchaser of such oil, such oil to be measured at the Effective Time by the Seller, who is the operator operators of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities ; and (ii) the value of all of Seller's unsold inventory of gas plant products, if any, attributable to the Leases at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price for said products; (2) the amount of all prudent production expenses, operating expenses and all expenditures attributable to the operation of the Assets on and after the Effective Time and actually paid by the Seller and accrued prior to the date Buyer assumes operations as determined pursuant to Exhibit E in accordance with generally accepted accounting principles; (3) an amount equal to $317.00 per month (or prorated portion thereof) from the Effective Time to the Closing Date, as a fee for operating the Assets, such fee shall be in lieu of any XXXXX fees that may be chargeable to Seller's interest in any Assets operated by Seller (plus Seller shall be entitled to all third party XXXXX fees related to periods before the Closing Date); (4) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (45) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's Credits"): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, Hydrocarbons sold by the Seller after the Effective Time, all of which are attributable to the Assets, and any other monies collected by the Seller with respect to the ownership or operation of the Assets after the Effective Time, but excepting interest income. To the extent collected as of Closing, such revenue shall be included in the preliminary statement referenced in Section 3.3(c). To the extent collected after Closing such revenue, less Seller's reasonable estimate of amounts then owing to Seller, shall be delivered to Buyer within five (5) business days after receipt of such revenue by Seller. Delivery or acceptance of such revenue shall not be considered a waiver of any rights to further adjustments or calculations a party may have pursuant to this Agreement; (2) the amount of all unpaid ad valorem, property, production, net profits, excise, severance and similar taxes and assessments (but not including income taxes) ("Taxes"), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for otherwise, the current year amount of the adjustment under this paragraph shall be computed based upon such taxes Taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Timeended; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (54) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, parties as detailed on set forth in Schedule 3.3(b)(4) hereto (subject to reasonable updatinq through the attached Schedule 3.3(b)(5), (obligations Closing Date)(obligations for payment of which amounts to such third parties Buyer shall assume at Closing); (5) an amount equal to all unpaid royalties, overriding royalties and other burdens on production, production expenses, operating expenses and all expenditures attributable to the operation of the Assets prior to the Effective Time in accordance with generally accepted accounting principles; and (6) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (c) Seller shall prepare and deliver to Buyer, at least five (5) "Business Days Days" prior to Closing, Seller's estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.3. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's and Buyer's agreed upon estimated adjustments and Seller's good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties in connection with the resolution of the Final Settlement Statement)3.

Final Settlement/Purchase Price Adjustments. Within 90 days after Closing, Seller shall provide to Buyer, for Buyer's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Seller's and Buyer's Credits for the adjustment set out in this Section 3.3. Buyer shall have the right for 30 days after receipt of the Final Settlement Statement to audit and take exceptions to such adjustments. The Parties shall attempt to resolve any disagreements on a best efforts basis. Those credits agreed upon by Buyer Xxxxx and Seller shall be netted and the final settlement shall be paid as directed in writing by the receiving party, on final adjustment by the party owing it (the "Final Settlement"). If Buyer Xxxxx and Seller have not agreed on the Final Settlement Statement before the 60th day after BuyerXxxxx’s receipt thereof, the Final Settlement Statement shall be determined by the Designated Accountant. The Designated Accountant’s determination of the Final Settlement Statement shall be conclusive. One-half of the Designated Accountant’s fees associated with the determination of the Final Settlement Statement shall be paid by each Party. The Purchase Price shall be adjusted as follows: (a) The Purchase Price shall be adjusted upward by the following ("Seller's Credits"): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon the prevailing market value for crude oil in effect as of the Effective Time adjusted for grade and gravity, less taxes and transportation fees deducted by the purchaser of such oil, such oil to be measured at the Effective Time by the Seller, who is the operator of the Assets, with adequate notice provided to Buyer so that Buyer may, if it so chooses, have representatives present to witness all gauging and strapping activities and (ii) the value of all of Seller's unsold inventory of gas plant products, if any, attributable to the Leases at the Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products or, if there is no such contract, valued in the same manner as if said products had been sold at the posted price for said products; (2) the amount of all prudent production expenses, operating expenses and expenditures attributable to the operation of the Assets on and after the Effective Time paid by the Seller and accrued prior to the date Buyer assumes operations as determined pursuant to Exhibit E in accordance with generally accepted accounting principles; (3) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (4) any other amount agreed upon by Seller Xxxxxx and Buyer Xxxxx in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following ("Buyer's Credits"): (1) the total collected sales value of all Hydrocarbons, excluding Inventory Hydrocarbons, sold by the Seller after the Effective Time, all of which are attributable to the Assets, and any other monies collected by the Seller with respect to the ownership or operation of the Assets after the Effective Time; (2) the amount of all unpaid ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; any reduction for ad valorem and personal property taxes for the current year shall be computed based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax period just ended multiplied by the fractional portion of the current year which precedes the Effective Time; (3) all actual production expenses, operating expenses, repair expenses, maintenance expenses, overhead under applicable operating agreements and capital expenditures incurred by Seller and paid by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to ownership or operation of the Assets before the Effective Time; (4) an amount equal to the sum of any downward adjustments provided elsewhere in this Agreement; (5) an amount equal to the sum of amounts held in suspense by Seller for the account of third parties, as detailed on the attached Schedule 3.3(b)(5), (obligations for payment of which amounts to such third parties Buyer shall assume at Closing); and (6) any other amount agreed upon by Seller Xxxxxx and Buyer Xxxxx in writing prior to Closing. (c) Seller shall prepare and deliver to Buyer, at least five (5) Business Days prior to Closing, Seller's estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Seller's estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this Section 3.3. The Parties shall negotiate in good faith and attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller's and Buyer's agreed upon estimated adjustments and Seller's good faith estimate of any disputed amounts (and any such disputes shall be resolved by the parties in connection with the resolution of the Final Settlement Statement).