Common use of Final Settlement Statement Clause in Contracts

Final Settlement Statement. As soon as practical, but no later than sixty (60) calendar days after Closing, Seller shall prepare and deliver to Buyer a statement setting forth, in reasonable detail, the proposed adjustments to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary accounting principles used in the oil and gas industry. During the period of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer shall pay such amount to Seller within five (5) calendar days.

Final Settlement Statement. As soon as practical, but no No later than sixty (60) calendar the date that is 120 days after Closingthe Closing Date, Seller shall will in good faith prepare and deliver to Buyer a statement setting forthBuyer, in reasonable detail, the proposed adjustments to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary industry accounting principles used in practices, the oil and gas industry. During final settlement statement (the period “Final Settlement Statement”) setting forth (1) each adjustment or payment that was not finally determined as of sixty Closing, (602) calendar days after Buyer’s receipt the calculation of such statementadjustment, Buyer shall be permitted and (3) the final adjustments to review the working papers of Seller relating Cash Consideration (the Cash Consideration subject to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted finally determined pursuant to this paragraph) Section 13.1 is the “Final Cash Consideration”). Seller shall become final and binding provide Buyer access to such of Seller’s records as may be reasonably necessary to verify the post-Closing adjustments shown on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During No later than 20 days after receipt of Seller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by Seller) containing any changes that Buyer proposes to make to the thirty (30) calendar day period following final adjustments to the delivery Cash Consideration proposed in the Final Settlement Statement delivered by Seller. Any changes not so specified in such written report from Buyer shall be deemed waived and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in such written notice, notice from Buyer and shall prevail. Buyer’s failure to deliver to Seller shall seek a written report detailing proposed changes to resolve in good faith and the Final Settlement Statement by mutual agreement any disagreements. At the end of such thirty (30) 20-day periodperiod shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller and shall not be subject to further Dispute, if Buyer and audit or arbitration. If Seller have not been able disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to Dispute no later than 50 days after Seller’s delivery of the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreementsFinal Settlement Statement. The costsdate upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration is more than the sum of the Closing Amount and the Deposit, fees and expenses Buyer shall pay Seller the amount of this process shall be shared equally by Buyer and Sellersuch difference. If the Final Settlement Statement reflects an amount due from Seller to BuyerCash Consideration is less than the sum of the Closing Amount and the Deposit, then Seller shall pay such amount to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or Article XIV (5) calendar days. If with respect to any obligation related to Taxes), the adjustments set out in the Final Settlement Statement reflects an amount due from Buyer shall be final settlement of the Parties with respect to Seller, then Buyer shall pay all matters addressed in such amount to Seller within five (5) calendar daysFinal Settlement Statement.

Final Settlement Statement. As soon as practical, but no later than sixty (60) calendar On or before 120 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller in accordance with GAAP, that shall prepare set forth the Adjusted Purchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Final Settlement Statement and deliver the calculation of the adjustments used to Buyer a statement setting forthdetermine such amount and reasonably sufficient documentation, to the extent in reasonable detailSeller's possession, to support such adjustment and the proposed related calculation based on actual income and expenses and which takes into account all final adjustments made to the Purchase Price and shows the resulting final Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. Purchaser shall have the right to audit the Final Settlement Statement and as soon as practicable, and in any event within 30 days, after receipt of the Final Settlement Statement, Buyer shall either agree in writing with the Final Settlement Statement or return a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Price set forth in Section 2.2 abovethe Final Settlement Statement is mutually agreed upon by Seller and Buyer, certifying that such statement has been prepared in accordance with customary accounting principles used the net unpaid amount of the Final Price shall be paid according thereto. In addition, in the oil and gas industry. During event of a Dispute Notice, the period applicable party will make payment in respect of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature undisputed portions of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During For the thirty (30) calendar day period following avoidance of doubt, any payment owing under this Section 3.6 shall not be subject to the delivery of Indemnification Threshold or Indemnification Cap contained in Section 13.5. Any difference in the written notice, Buyer Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements Final Price shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider paid by the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements owing party without interest within thirty ten days of (30i) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five or (5ii) calendar days. If if the Final Settlement Statement reflects an amount due from Buyer Price is disputed, resolution of the Final Price, to Seller, then Buyer the owed party. All amounts paid pursuant to this Section 3.6 shall pay such amount be delivered in United States currency by wire transfer of immediately available funds to Seller the account specified in writing by the relevant party within five (5) calendar daysthree Business Days.

Final Settlement Statement. As soon as practical, but no No later than sixty (60) calendar the date that is 120 days after Closingthe Closing Date, Seller shall will in good faith prepare and deliver to Buyer a statement setting forthBuyer, in reasonable detail, the proposed adjustments to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary industry accounting principles used in practices, the oil and gas industry. During final settlement statement (the period “Final Settlement Statement”) setting forth (1) each adjustment or payment that was not finally determined as of sixty Closing, (602) calendar days after Buyer’s receipt the calculation of such statementadjustment, Buyer shall be permitted and (3) the final adjustments to review the working papers of Seller relating Cash Consideration (the Cash Consideration subject to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted finally determined pursuant to this paragraph) Section 13.1 is the “Final Cash Consideration”). Seller shall become final and binding provide Buyer access to such of Seller’s records as may be reasonably necessary to verify the post-Closing adjustments shown on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During No later than 20 days after receipt of Seller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by Seller) containing any changes that Buyer proposes to make to the thirty (30) calendar day period following final adjustments to the delivery Cash Consideration proposed in the Final Settlement Statement delivered by Seller. Any changes not so specified in such written report from Buyer shall be deemed waived and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in such written notice, notice from Buyer and shall prevail. Buyer’s failure to deliver to Seller shall seek a written report detailing proposed changes to resolve in good faith and the Final Settlement Statement by mutual agreement any disagreements. At the end of such thirty (30) 20-day periodperiod shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller and shall not be subject to further {JK01396073.28 } Dispute, if Buyer and audit or arbitration. If Seller have not been able disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to Dispute no later than 50 days after Seller’s delivery of the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreementsFinal Settlement Statement. The costsdate upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration (net of the Holdback Amount) is more than the Closing Amount, fees and expenses Buyer shall pay Seller the amount of this process shall be shared equally by Buyer and Sellersuch difference. If the Final Settlement Statement reflects an amount due from Seller to BuyerCash Consideration (net of the Holdback Amount) is less than the Closing Amount, then Seller shall pay such amount to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or Article XIV (5) calendar days. If with respect to any obligation related to Taxes), the adjustments set out in the Final Settlement Statement reflects an amount due from Buyer shall be final settlement of the Parties with respect to Seller, then Buyer shall pay all matters addressed in such amount to Seller within five (5) calendar daysFinal Settlement Statement.

Final Settlement Statement. As soon as practical, but no later than sixty (60) calendar On or before 120 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller in accordance with GAAP, that shall prepare set forth the Adjusted Purchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Final Settlement Statement and deliver the calculation of the adjustments used to Buyer a statement setting forthdetermine such amount and reasonably sufficient documentation, to the extent in reasonable detailSeller’s possession, to support such adjustment and the proposed related calculation based on actual income and expenses and which takes into account all final adjustments made to the Purchase Price and shows the resulting final Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. Purchaser shall have the right to audit the Final Settlement Statement and as soon as practicable, and in any event within 30 days, after receipt of the Final Settlement Statement, Buyer shall either agree in writing with the Final Settlement Statement or return a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Price set forth in Section 2.2 abovethe Final Settlement Statement is mutually agreed upon by Seller and Buyer, certifying that such statement has been prepared in accordance with customary accounting principles used the net unpaid amount of the Final Price shall be paid according thereto. In addition, in the oil and gas industry. During event of a Dispute Notice, the period applicable party will make payment in respect of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature undisputed portions of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During For the thirty (30) calendar day period following avoidance of doubt, any payment owing under this Section 3.6 shall not be subject to the delivery of Indemnification Threshold or Indemnification Cap contained in Section 13.5. Any difference in the written notice, Buyer Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements Final Price shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider paid by the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements owing party without interest within thirty ten days of (30i) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five or (5ii) calendar days. If if the Final Settlement Statement reflects an amount due from Buyer Price is disputed, resolution of the Final Price, to Seller, then Buyer the owed party. All amounts paid pursuant to this Section 3.6 shall pay such amount be delivered in United States currency by wire transfer of immediately available funds to Seller the account specified in writing by the relevant party within five (5) calendar daysthree Business Days.

Final Settlement Statement. As promptly as practicable after the Closing Date, but in any event not later than 90 calendar days thereafter, Buyer shall, or shall cause the Company to, prepare and submit to Seller a proposed statement (the “Final Settlement Statement”), which shall show the final calculation of the Purchase Price, as adjusted pursuant to Section 2.3 (the “Final Purchase Price”). As soon as practicalpossible after receipt of the Final Settlement Statement, but no later than sixty (60) in any event within 30 calendar days after Closingreceipt thereof, Seller shall prepare and deliver to Buyer a statement setting forthwritten report containing the changes, in reasonable detailif any, the proposed adjustments that Seller proposes to be made to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary accounting principles used in the oil and gas industry. During the period of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During Buyer covenants and agrees that, from the thirty (30) calendar day period following Closing Date until the delivery of the written noticeFinal Settlement Date, Buyer shall, or shall cause the Company to, make available for Seller at the Company’s offices such financial and other records and information relating to the Company as are necessary for Seller shall seek to resolve in good faith create such report and agree upon the Final Purchase Price. In the event no response is made by mutual agreement any disagreements. At the end of Seller within such thirty (30) -day period, if it shall be conclusively presumed that Seller concurs with the Final Settlement Statement, and such Final Settlement Statement shall be the basis for the Final Purchase Price. In the event that Seller submits a response, Seller and Buyer shall exercise all reasonable efforts to agree upon a mutually acceptable Final Purchase Price and not later than 120 calendar days after the Closing Date (the “Final Settlement Date”). To the extent that Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller agreed with respect to the proposed adjustments amounts due pursuant to this Section 2.5 before the Final Settlement Date, then either Seller or Buyer may refer the issues in dispute to a mutually agreed accounting firm (an “Independent Accounting Firm”). The Independent Accounting Firm shall be instructed by Seller and shall, Buyer to resolve the issues in dispute as soon as reasonably practicable in light of the circumstances but in no event in excess of 15 calendar days following the submission of such issues in dispute to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreementsIndependent Accounting Firm. The costs, fees and expenses resolution of this process such issues by such firm shall be shared equally final and binding on Seller and Buyer. The costs of such public accountants shall be borne by Buyer and Seller. If the Party referring the issues in dispute unless the resolution of such issues results in adjustments to the Final Settlement Statement reflects in excess of $15,000 in favor of the Party referring the issues, in which case the other Party shall be responsible for such payment. After agreement or other determination upon a Final Purchase Price setting forth the amount by which the Adjusted Purchase Price shall be adjusted (either upward or downward) has been reached, then (a) if the Final Purchase Price is greater than the Adjusted Purchase Price, Buyer shall pay to Seller an amount due equal to the difference between the Final Purchase Price and the Adjusted Purchase Price, plus accrued interest thereon at a rate of 7% per annum from Seller and excluding the Closing Date to Buyerand including the date of such payment (calculated on the basis of a 365-day calendar year), then or (b) if the Final Purchase Price is less than the Adjusted Purchase Price, Seller shall pay such amount to Buyer within five an amount equal to the difference between the Adjusted Purchase Price and the Final Purchase Price, plus accrued interest thereon at a rate of 7% per annum from and excluding the Closing Date to and including the date of such payment (5calculated on the basis of a 365-day calendar year) calendar days(such payment in (a) or (b), the “Final Settlement Payment”). If Payment of the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer Payment shall pay such amount to Seller be made within five (5) calendar days.Business Days of the Final Settlement Date or the decision by the Independent Accounting Firm by the Party owing the same by confirmed wire transfer to a bank account or accounts to be designated by notice from the receiving Party. Purchase and Sale Agreement

Final Settlement Statement. As soon as practical, but no No later than sixty (60) calendar the date that is 120 days after Closingthe Closing Date, Seller shall will in good faith prepare and deliver to Buyer a statement setting forthBuyer, in reasonable detail, the proposed adjustments to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary industry accounting principles used in practices, the oil and gas industry. During final settlement statement (the period “Final Settlement Statement”) setting forth (1) each adjustment or payment that was not finally determined as of sixty Closing, (602) calendar days after Buyer’s receipt the calculation of such statementadjustment, Buyer shall be permitted and (3) the final adjustments to review the working papers of Seller relating Cash Consideration (the Cash Consideration subject to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted finally determined pursuant to this paragraph) Section 13.1 is the “Final Cash Consideration”). Seller shall become final and binding provide Buyer access to such of Seller’s records as may be reasonably necessary to verify the post-Closing adjustments shown on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During No later than 20 days after receipt of Seller’s proposed Final Settlement Statement, Buyer shall deliver to Seller a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by Seller) containing any changes that Buyer proposes to make to the thirty (30) calendar day period following final adjustments to the delivery Cash Consideration proposed in the Final Settlement Statement delivered by Seller. Any changes not so specified in such written report from Buyer shall be deemed waived and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in such written notice, notice from Buyer and shall prevail. Buyer’s failure to deliver to Seller shall seek a written report detailing proposed changes to resolve in good faith and the Final Settlement Statement by mutual agreement any disagreements. At the end of such thirty (30) 20-day periodperiod shall be deemed an acceptance by Buyer of the Final Settlement Statement as submitted by Seller and shall not be subject to further Dispute, if Buyer and audit or arbitration. If Seller have not been able disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to Dispute no later than 50 days after Seller’s delivery of the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreementsFinal Settlement Statement. The costsdate upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration (net of the Holdback Amount) is more than the Closing Amount, fees and expenses Buyer shall pay Seller the amount of this process shall be shared equally by Buyer and Sellersuch difference. If the Final Settlement Statement reflects an amount due from Seller to BuyerCash Consideration (net of the Holdback Amount) is less than the Closing Amount, then Seller shall pay such amount to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or Article XIV (5) calendar days. If with respect to any obligation related to Taxes), the adjustments set out in the Final Settlement Statement reflects an amount due from Buyer shall be final settlement of the Parties with respect to Seller, then Buyer shall pay all matters addressed in such amount to Seller within five (5) calendar daysFinal Settlement Statement.

Final Settlement Statement. As soon as practical, but no The Parties hereby amend the first sentence of Section 2.4(c) of the Purchase Agreement by replacing it with the following: “Not later than sixty ninety (6090) calendar days after Closingfollowing the Closing Date, Seller Buyer shall prepare and deliver to Buyer Seller a statement setting forthstatement, in substantially the form attached hereto as Exhibit F and attaching reasonable detailsupporting schedules, working papers and all other relevant details in Buyer’s possession to enable a review thereof by Seller (the proposed adjustments to “Final Settlement Statement”), setting forth Buyer’s good faith estimate of the final calculation of the Adjusted Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared determined in accordance with customary accounting principles used in the oil Accounting Principles and gas industry. During showing the period calculation of sixty (60) calendar days after Buyer’s receipt of such statementeach adjustment under Section 2.4(a), Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation except with respect to Inventory which shall be separately addressed in accordance with Exhibit B, and specifically including any Seller Costs which shall be a reduction to the adjustments proposed thereby and Adjusted Purchase Price; provided, however, that to the extent all Seller Costs are not reasonably ascertained and/or the testing, repairs and/or replacements or other matters relating thereto are not completed by Buyer and/or the Company Group Members within such ninety (90) day period despite Buyer using its commercially reasonable efforts to complete such matters within such timeframe, (i) the Final Settlement Statement shall give reasonable access to Seller’s employees and representativesbe bifurcated, who shall respond promptly to inquiries of Buyer. The statement and such that the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt Seller Costs not yet known as of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice ninety (90) day period shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on excluded from the form of a Final Settlement Statement; or Statement to be provided within such ninety (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (3090) day period, if and (ii) Buyer shall prepare and deliver to Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an inclusive of such Seller Costs not included in clause (i) above by no later than one hundred twenty (120) following the Closing Date. The Parties hereby further amend Section 2.4(c) of the Purchase Agreement by adding the following sentence to the end of Section 2.4(c): “Notwithstanding anything to the contrary herein, in the event of a dispute between the Parties with respect to any of the Seller Costs, including the amount due from Seller to Buyerthereof, then Seller such disputed matter(s) shall pay such amount to Buyer within five (5) calendar days. If not be resolved by the Final Settlement Statement reflects an amount due from Buyer to SellerAccounting Firm, then Buyer but rather shall pay such amount to Seller within five (5) calendar daysbe resolved in accordance with Section 10.3.”

Final Settlement Statement. At Closing, Sellers and Buyer shall agree upon an interim Statement of Adjustments setting out, to the extent reasonably practicable, based on information reasonably available, the adjustments to the Purchase Price pursuant to this Article 10. The net amount of the interim Statement of Adjustments will be added to or deducted from the amount payable under Section 3.1 by Buyer to Sellers at Closing (the "Closing Purchase Price"). As soon as practicalpracticable after Closing, but in no event later than sixty (60) calendar days after Closing, Seller Sellers shall prepare and deliver to Buyer a statement setting forthBuyer, in reasonable detail, the proposed adjustments to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary this Agreement and generally accepted accounting principles used in principles, a statement ("Final Settlement Statement") setting forth each adjustment to the oil Closing Purchase Price determined as of the Effective Date and gas industryshowing the calculation of such adjustments. During the period of sixty Within thirty (6030) calendar days after Buyer’s receipt of such statementthe Final Settlement Statement, Buyer shall have the right to audit such Final Settlement Statement, will have access to Sellers' books and will deliver to Sellers a written report containing any changes that Buyer proposes be permitted made in good faith to review the working papers of Seller relating to such statement and all documentation resolve any questions with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior amounts due pursuant to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller and to Buyer, then Seller shall pay such amount to Buyer within establish the final Purchase Price (the "Final Purchase Price") no later than one hundred twenty (120) days after Closing. Within five (5) calendar daysdays after the Final Purchase Price has been agreed upon by the Parties, the difference between the Closing Purchase Price and the Final Purchase Price shall be (i) paid by Buyer to Sellers, if the Final Purchase Price is greater than the Closing Purchase Price or (ii) paid by Sellers to Buyer, if the Closing Purchase Price paid is greater than the Final Purchase Price, in each case in immediately available funds with interest calculated from the Effective Date through the date of payment at the prime rate in effect as of the Closing Date as published in the Wall Street Journal. If the Parties cannot agree on the Final Settlement Statement reflects an amount due from Buyer Statement, the dispute shall be resolved pursuant to Seller, then Buyer shall pay such amount to Seller within five (5) calendar daysarbitration in accordance with Section 16.8.

Final Settlement Statement. As soon as practical, but no later than sixty On or before one hundred and twenty (60120) calendar days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared in good faith by Seller shall prepare based on actual income and deliver to Buyer a statement setting forth, in reasonable detail, expenses during the proposed period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Purchase Price as and shows the resulting final Purchase Price (the “Final Price”) (including all calculations related to the determination thereof) and which shall include reasonably sufficient documentation (to the extent available to Seller or otherwise in Seller’s or any of its Affiliate’s or its or their respective Representative’s possession or control) to support each such adjustment and related calculation. The Final Settlement Statement shall set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary accounting principles used in the oil and gas industryactual proration of the amounts required by this Agreement. During the period of sixty Not later than thirty (6030) calendar days after Buyer’s receipt of such statementthe Final Settlement Statement, Buyer shall be permitted return to review the working papers of Seller relating to such statement and all documentation with respect a written report containing any proposed changes to the adjustments proposed thereby Final Settlement Statement and a reasonable explanation of any such changes and the reasons therefor (based upon what Buyer actually has knowledge of at such time) (the “Dispute Notice”). In furtherance of the foregoing, Seller shall give use commercially reasonable efforts to provide Buyer and its Representatives with (a) any information or data reasonably requested to the extent such information or data is within Seller’s or any of its Affiliates’ possession or control and (b) access to Seller’s employees Representatives during normal business hours and representativesas Buyer may reasonably request in connection with its review of such statement or supporting documentation. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, who shall respond promptly to inquiries of Buyer. The statement the Final Settlement Statement and the adjustments proposed thereby Final Price, shall become be final and binding on the parties Parties. Any difference in the sixtieth Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement and the Final Price shall be paid by the owing Party within ten (60th10) calendar day after Buyer’s receipt days of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and agreement to the proposed adjustments on or prior to such dateowed Party. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted All amounts paid pursuant to this paragraph) Section 3.5 shall become final and binding on be delivered in United States currency by wire transfer of immediately available funds to the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved account specified in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer shall pay such amount to Seller within five (5) calendar daysrelevant Party.

Final Settlement Statement. As soon as practical, but no later than sixty On or before ninety (6090) calendar days after Closing, Seller shall prepare a final settlement statement (the “Final Settlement Statement”) will be prepared by Purchaser and deliver delivered to Buyer a statement Sellers, setting forth, in reasonable detail, the proposed adjustments to forth Purchaser’s good faith calculation of the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared and reflecting each adjustment made in accordance with customary accounting principles used this Agreement and the resulting final Purchase Price (the “Final Price”). As soon as practicable, and in any event within thirty (30) days after receipt of the Final Settlement Statement, Sellers shall return to Purchaser a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). Any changes not so specified in the oil and gas industry. During the period of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer Dispute Notice shall be permitted to review the working papers of Seller relating to such statement deemed waived, and all documentation Purchaser’s determinations with respect to all such elements of the adjustments proposed thereby Final Settlement Statement that are not addressed specifically in the Dispute Notice shall prevail. If Sellers fail to timely deliver a Dispute Notice to Purchaser containing changes Sellers propose to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Purchaser will be deemed to be correct and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become will be final and binding on the parties hereto and not subject to further audit or arbitration. If the sixtieth (60th) calendar day after Buyer’s receipt of such statementFinal Price set forth in the Final Settlement Statement is mutually agreed upon in writing by Sellers and Purchaser, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement the Final Settlement Statement and the proposed adjustments on or prior to such date. Such written notice Final Price, shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) parties hereto and not subject to further audit or arbitration. Any difference in the date on which Buyer Purchase Price paid at Closing, in cash or represented by the Purchase Notes, pursuant to the Preliminary Settlement Statement, and Seller resolve the Final Price, shall adjust the principal of each of the Purchase Notes, pro rata in writing any disagreements and agree accordance with the percentages set forth in Exhibit A opposite each Seller’s name, on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end final determination of such thirty (30) day period, if Buyer and Seller have not been able to resolve owed amounts in accordance herewith by the amount of such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider difference in favor of the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer shall pay such amount to Seller within five (5) calendar daysowed party.”

Final Settlement Statement. (a) On or before 120 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicalpracticable, but no later than sixty (60) calendar and in any event within 45 days after Closingreceipt of the Final Settlement Statement, Seller Buyer shall prepare return to Seller’s Representatives a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a statement setting forthDispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in reasonable detailthe Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the proposed Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments to the for Asset Taxes), such final Adjusted Purchase Price as set forth in Section 2.2 aboveagreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, certifying that such statement has been prepared in accordance with customary accounting principles used in the oil and gas industry. During the period of sixty (60) calendar days after Buyer’s receipt of such statement“Final Price”), Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer shall pay such amount to Seller within five (5) calendar daysParties.

Final Settlement Statement. As soon as practical, but no later than sixty (60) calendar days after Closing, Seller shall prepare and deliver to Buyer a statement setting forth, in reasonable detail, If the proposed adjustments to amount of the Purchase Price as Closing Amount set forth in Section 2.2 above, certifying that such statement has been prepared in accordance with customary accounting principles used in the oil and gas industry. During the period of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an exceeds the Closing Amount set forth in the Settlement Statement, then, within 10 Business Days after the Final Settlement Date, (i) Corporation and the Partnership shall issue and deliver to Contributor a number of Adjustment Securities (calculated in accordance with Section 2.3) equal to the amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If by which the Closing Amount set forth on the Final Settlement Statement reflects exceeds the Closing Amount set forth in the Settlement Statement (provided, that such number of Adjustment Securities to be issued and delivered, together with any Adjustment Securities issued in excess of the Consideration on the Closing Date pursuant to Section 2.3, shall not exceed 495,900 Adjustment Securities in the aggregate) and (ii) if the amount that the Closing Amount set forth on the Final Settlement Statement exceeds the Closing Amount set forth in the Settlement Statement results in an aggregate dollar value of increases to the Consideration pursuant to Section 2.3 or this Section 3.5 in excess of the Maximum Adjustment Securities Value, then Corporation shall pay by wire transfer of immediately available funds, to the account designated by Contributor, such excess amount as an Adjustment Cash Payment. If the amount of the Closing Amount set forth on the Final Settlement Statement is less than the Closing Amount set forth in the Settlement Statement, then Contributor shall instruct the Transfer Agent to deliver to Corporation, within 10 Business Days after the Final Settlement Date, a number of Adjustment Securities (calculated in accordance with Section 2.3) equal to the amount by which the Closing Amount set forth on the Final Settlement Statement is less than the Closing Amount set forth in the Settlement Statement; provided, if Contributor has not, within 10 Business Days after the Final Settlement Date, instructed the Transfer Agent to deliver, or has not otherwise delivered (regardless of whether such failure to deliver is due to any act or omission of Contributor or the Transfer Agent), to Corporation the number of Adjustment Securities pursuant to the foregoing sentence, Contributor shall promptly (and in no event later than two Business Days) pay by wire transfer of immediately available funds, to the account designated by Corporation, an amount due from Buyer of cash equal to Sellerthe absolute value of the difference between the Closing Amount set forth on the Final Settlement Statement and the Closing Amount set forth in the Settlement Statement. For purposes of clarity, then Buyer any Adjustment Securities issued, delivered or transferred hereunder shall pay such amount be deemed to Seller within five (5) calendar daysinclude a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b).

Final Settlement Statement. As soon as practical, but no later than sixty (60a) calendar On or before 120 days after the Closing, Seller shall prepare a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representative based on actual income and deliver to Buyer a statement setting forth, in reasonable detail, expenses during the proposed period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representative and use its commercially reasonable efforts to promptly furnish to Seller’s Representative all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representative’s allocation of the Final Adjusted Amount among Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement Statement, Buyer shall return to Seller’s Representative a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representative. Buyer’s failure to deliver to Seller’s Representative a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representative and any changes to the Final Settlement Statement as initially prepared by Seller’s Representative that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representative’s determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representative will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representative). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representative and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 2.2 above3.6), certifying that the Final Settlement Statement (except, for the avoidance of doubt, as it relates to any adjustments for Asset Taxes), such statement has been prepared in accordance with customary accounting principles used in final Adjusted Purchase Price as agreed by the oil Seller’s Representative and gas industry. During the period of sixty Buyer (60or as determined by the Accounting Arbitrator) calendar days after Buyerand such allocation among Sellers (as agreed by the Seller’s receipt of such statementRepresentative) (collectively, Buyer the “Final Price”), shall be permitted to review the working papers of Seller relating to such statement and all documentation with respect to the adjustments proposed thereby and Buyer shall give reasonable access to Seller’s employees and representatives, who shall respond promptly to inquiries of Buyer. The statement and the adjustments proposed thereby shall become final and binding on the parties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer shall pay such amount to Seller within five (5) calendar daysParties.