Imbalances, Prepayments and Refunds. The parties recognize that as of the Effective Date there may be (i) wellhead gas imbalances (“Imbalances”) with respect to production from or attributable to certain of the Properties, whether such Imbalances be instances of overproduction (“Imbalance Obligations”) or underproduction (“Imbalance Entitlements”), (ii) prepayment obligations due to monies received by either Seller under production sales contracts or similar agreements containing “take-or-pay” clauses (or similar arrangements), whereby such Seller is obligated to deliver oil or gas produced after the Effective Date with respect to a Property without receiving payment therefor in the ordinary course of business (“Prepayment Obligations”), or (iii) refund obligations arising from Seller’s sale of oil or gas produced from a Property prior to the Effective Date at prices exceeding the applicable maximum lawful prices (“Refund Obligations”). The parties agree that, from and after the date of this Agreement, they shall jointly attempt to ascertain prior to Closing all Imbalances, Prepayment Obligations and Refund Obligations affecting the Properties as of the Effective Date. The parties agree that they shall adjust the Purchase Price at Closing for all discovered Imbalances, Prepayment Obligations and Refund Obligations in accordance with the following procedures:
