Common use of Post-Closing Adjustment Procedure Clause in Contracts

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. (a) As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller shall prepare and deliver to Buyer Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment to or payment that was not finally determined as of the Purchase Price required under Section 2.03Closing Date and showing the calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within fifteen days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit PeriodStatement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments made to the Final Settlement Statement. If the Parties fail The parties shall undertake to agree on final adjustments within that fifteen (15) day period, either Party may submit with respect to the disputed items, amounts due pursuant to such post-closing adjustment no later than the thirtieth (30th) day following the expiration of fifteen days after Seller has received Buyer's proposed changes. The date upon which such fifteen (15) day period, to KPMG agreement is reached or another nationally-recognized, United States-based accounting firm on upon which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The "Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting RefereePurchase Price" is established, shall be binding on and non-appealable called the "Final Settlement Date." If (i) the Final Purchase Price is more than the Preliminary Purchase Price, Buyer shall pay in immediately available federal funds the amount of such difference to Seller or to Seller's account (as designated by Seller), or (ii) the Parties and not subject Final Purchase Price is less than the Preliminary Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to further review, audit Buyer or arbitrationto Buyer's account (as designated by Buyer). Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement Seller shall be made within five (5) Business Days days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”). (b) The parties will use their best efforts to update (to the Effective Time) the volume amounts listed on EXHIBIT "E" within sixty (60) days from the Closing Date. If the gas imbalance of a Well indicated on EXHIBIT "E" changes or additional Wellx xxx added as a result of this update, the parties will make the appropriate payments to one another on the final Settlement Date based on a value of $1.50 per MCF less applicable royalties and taxes to reflect the updated imbalance volume and the resulting balancing value for the Well. If Seller and a third party operator disagree as to the amount of any imbalance,

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.031.05. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s 's written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s 's fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s 's decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer Seller, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to in accordance with Section 3.2 and showing the Purchase Price required under Section 2.03calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within 15 days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicableStatement, but no later than the end of the Audit Period, Buyer may Seller shall deliver to Seller Purchaser a written report containing any changes Buyer that Seller proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments made to the Final Settlement Statement. If the The Parties fail shall use their Reasonable Good-Faith Efforts to agree on final adjustments within that fifteen (15) day period, either Party may submit with respect to the disputed items, amounts due pursuant to such post-closing adjustment no later than 15 days after Purchaser has received Seller’s proposed changes. The Purchase Price as reflected in the thirtieth Final Settlement Statement shall be called the “Final Purchase Price.” The date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the “Final Settlement Date.” If (30thi) day following the expiration Final Purchase Price is more than the Adjusted Purchase Price, Purchaser shall pay in immediately available federal funds the amount of such fifteen difference to Seller or to Seller’s account (15as designated by Seller), or (ii) day periodthe Final Purchase Price is less than the Adjusted Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to KPMG Purchaser or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing to Purchaser’s account (the “Accounting Referee”as designated by Purchaser). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer Purchaser or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date. If Seller and Purchaser are unable to agree upon the Final Settlement Statement within 60 days after Purchaser’s receipt of same, the Parties agree to engage promptly (and in any event within ten days) the Denver office of an accounting firm which is not the auditor of either Party and is mutually acceptable to both Parties (the “Independent Accountant”). Such Independent Accountant shall perform such procedures as are agreed upon by Seller and Purchaser in order to determine the Final Purchase Price. The determination of the Independent Accountant that conducts the agreed upon procedures shall be binding on Purchaser and Seller, and the fees and expenses of such Independent Accountant shall be borne one-half each by Purchaser and Seller. Within five days after the determination of the independent accounting firm, Purchaser or Seller, as the case may be, shall promptly make a cash payment, in immediately available funds, to the other equal to the amount, if any, found due by the Independent Accountant. Purchaser and Seller will, and will cause their representatives to, cooperate and assist in the preparation of the Final Settlement Statement and the conduct of the reviews and audits referred to in this Section 9.3, including (without limitation) making available books, records and personnel as required.

Post-Closing Adjustment Procedure. As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer Seller, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment to in accordance with Section 3.02 and showing the Purchase Price required under Section 2.03calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within 15 days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicableStatement, but no later than the end of the Audit Period, Buyer may Seller shall deliver to Seller Purchaser a written report containing any changes Buyer that Seller proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments made to the Final Settlement Statement. If the The Parties fail shall use their Reasonable Good-Faith Efforts to agree on final adjustments within that fifteen (15) day period, either Party may submit with respect to the disputed items, amounts due pursuant to such post-closing adjustment no later than 15 days after Purchaser has received Seller’s proposed changes. The Purchase Price as reflected in the thirtieth Final Settlement Statement shall be called the "Final Purchase Price". The date upon which such agreement is reached or upon which the Final Purchase Price is established shall be called the "Final Settlement Date." If (30thi) day following the expiration Final Purchase Price is more than the Adjusted Purchase Price, Purchaser shall pay in immediately available federal funds the amount of such fifteen difference to Seller or to Seller’s account (15as designated by Seller), or (ii) day periodthe Final Purchase Price is less than the Adjusted Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to KPMG Purchaser or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing to Purchaser’s account (the “Accounting Referee”as designated by Purchaser). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer Purchaser or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”. If Seller and Purchaser are unable to agree upon the Final Settlement Statement within 60 days after Purchaser’s receipt of same, the Parties agree to engage promptly (and in any event within ten days) the Denver office of an accounting firm which is not the auditor of either Party and is mutually acceptable to both Parties (the "Independent Accountant"). Such Independent Accountant shall perform such procedures as are agreed upon by Seller and Purchaser in order to determine the Final Purchase Price. The determination of the Independent Accountant that conducts the agreed upon procedures shall be binding on Purchaser and Seller, and the fees and expenses of such Independent Accountant shall be borne one-half each by Purchaser and Seller. Within five days after the determination of the independent accounting firm, Purchaser or Seller, as the case may be, shall promptly make a cash payment, in immediately available funds, to the other equal to the amount, if any, found due by the Independent Accountant. Purchaser and Seller will, and will cause their representatives to, cooperate and assist in the preparation of the Final Settlement Statement and the conduct of the reviews and audits referred to in this Section 9.02, including (without limitation) making available books, records and personnel as required.

Post-Closing Adjustment Procedure. (a) As soon as reasonably practicable, but no later than ninety in any event within sixty (9060) calendar days after the Closing Date, Seller shall Bxxxx will prepare and deliver to Buyer the Seller Representative a final settlement statement (the “Final Settlement Closing Financial Statement”) ), setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit calculations of (i) Net Working Capital as of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer Closing Date (the “Audit PeriodClosing Net Working Capital”)) and (ii) the Closing Cash. As soon as reasonably practicableThe Closing Financial Statement will be prepared in good faith in accordance with the Accounting Procedures, but no later than and which shall be in substantially the end form of the Audit PeriodSample Net Working Capital Statement. (b) Each party will provide the other party and its representatives with reasonable access to books and records and relevant personnel during the preparation of the Closing Financial Statement and the resolution of any disputes that may arise under this Section 1.5. Buyer shall give the Seller Representative timely access upon request to all reasonably necessary supporting workpapers used in the preparation of the Closing Financial Statement. (c) If the Seller Representative disagrees with the determination of the Closing Net Working Capital and/or the Closing Cash as shown on the Closing Financial Statement, the Seller Representative will notify Buyer may deliver in writing of such disagreement within thirty (30) calendar days after delivery of the Closing Financial Statement to the Seller a written report containing Representative, which notice will describe the nature of any changes Buyer proposes such disagreement in reasonable detail to the extent practicable and identify the specific items involved and the dollar amount of each such statementdisagreement, and provide reasonable supporting documentation to the extent practicable for each such disagreement. Any matters covered by If the Final Settlement Statement as delivered by Seller to which Buyer Representative fails to object in deliver such a notice of disagreement within this thirty (30) calendar day period, then the written report shall be deemed correct determination of the Closing Net Working Capital and shall the Closing Cash as shown on the Closing Financial Statement will be final and binding on binding. (d) If the Parties Seller Representative delivers such a notice of disagreement within the thirty (30) calendar day period following receipt of the Closing Financial Statement, Buyer and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties the Seller Representative agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statementsuch disagreement. If Buyer and the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee Seller Representative are unable to resolve all disagreements raised by the disputes Seller Representative pursuant to Section 1.5(c) within thirty (30) calendar days after its receipt delivery to Buyer of relevant materials pertaining to written notice of such disagreement, then Buyer and the dispute. The Accounting Referee Seller Representative shall act as an expert for execute a memorandum (the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5“Working Capital Memorandum”) Business Days after the earlier of setting forth (i) the date such amount is agreedresolved items and/or amounts, or deemed agreedif any, by the Parties and (ii) the date items or amounts that remain in dispute following such good faith negotiations and, such disagreements will be submitted for final and binding resolution to the Parties receive Chicago office of Exxxx & Young LLP (the “Accounting Arbitrator”). The Accounting Arbitrator will deliver to Buyer and the Seller Representative, as promptly as practicable and in any event within ninety (90) calendar days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement, which, as to each amount in disagreement, will be an amount no less than the lesser of the amounts claimed by either Buyer or Sellers, and no greater than the greater of the amounts claimed by either Buyer or Sellers. The determinations of the Accounting RefereeArbitrator will be final and binding. The fees and expenses of the Accounting Arbitrator incurred in connection with its determination of the disputed items will be paid jointly, one-half by Bxxxx and one-half by Sellers; provided, that if the difference between the Accounting Arbitrator’s decision determination of the disputed items and the determination of the disputed items that would have resulted from the use of the proposed calculations of Buyer, on the one hand, or the Seller Representative on the other hand (such earlier date being the “Erroneous Party”) is more than twice as great as the difference between the Accounting Arbitrator’s determination of the disputed items and the determination of the disputed items that would have resulted from the use of the other party’s proposed calculations, the Erroneous Party will pay all of the fees and expenses of the Accounting Arbitrator. Other than such fees and expenses of the Accounting Arbitrator, Bxxxx and Sellers will each be responsible for their own costs and expenses incurred in connection with any actions taken pursuant to this Section 1.5. (e) The final determination of Closing Cash and Closing Net Working Capital pursuant to Section 1.5(c) and (d), if applicable, shall be used in the calculation of the Final Settlement Date”Purchase Price pursuant to Section 1.3(a).

Post-Closing Adjustment Procedure. As soon as reasonably practicable(a) Purchaser, but no later than ninety (90) at its sole cost and expense, shall prepare and deliver to Seller within 90 days after the Closing DateDate an unaudited balance sheet of the Purchased Assets and the Assumed Liabilities as of the Closing Date ("Closing Balance Sheet"), prepared in accordance with generally accepted accounting principles ("GAAP") consistent with past practices used by Seller. Purchaser shall permit Seller, at its sole cost and expense, and its accountants to participate in the preparation thereof (including the right to observe any physical inventory) and shall promptly make available to Seller and its accountants all work papers and other pertinent information used in connection therewith. Seller shall have full access to the books, records, properties and personnel of Purchaser for purposes of verifying the Closing Balance Sheet. (b) Within 30 days after the Closing Balance Sheet is delivered to Seller pursuant to Section 2.2(a) above, Seller shall complete its examination thereof and shall deliver to Buyer Purchaser either (i) a final settlement statement written acknowledgement accepting the Closing Balance Sheet or (the “Final Settlement Statement”ii) setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing setting forth in reasonable detail any changes Buyer proposes proposed adjustments to such statementthe Closing Balance Sheet ("Adjustment Report"). Any matters covered by the Final Settlement Statement as delivered A failure by Seller to which Buyer fails deliver the Adjustment Report within the required 30-day period shall constitute Seller's acceptance of the Closing Balance Sheet. (c) During a period of 15 days following the receipt by Purchaser of the Adjustment Report, Seller and Purchaser shall attempt to object resolve any difference they may have with respect to the matters raised in the written report Adjustment Report. In the event the Purchaser and Seller fail to agree on any of Seller's proposed adjustments contained in the Adjustment Report within such 15 day period, then Seller and Purchaser mutually agree that the Atlanta, Georgia office of the firm of PriceWaterhouseCoopers, certified public accountants ("Independent Auditors"), shall be deemed correct make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. Purchaser and Seller each represent that it and its affiliates have no current relationship with the Independent Auditor nor had any relationship within the past three years. When making its decision, the Independent Auditors shall follow GAAP consistent with past practices used by Seller. The decision of the Independent Auditors shall be final and binding on Seller and Purchaser, and may be used in a court of law by either Seller or Purchaser for the Parties and not subject to further review, audit or arbitrationpurpose of enforcing such decision. The undisputed amounts costs and expenses of the Independent Auditors and their services rendered pursuant to this Section 2.2(c) shall be borne equally by Seller and Purchaser. (net d) In the event that after finalization (which shall be deemed to mean either the failure of any amounts Seller to deliver an Adjustment Report within the 30-day period referred to Section 2.2(b) or, if Seller delivers such an Adjustment Report, promptly upon the resolution of the matters raised in disputesuch Adjustment Report pursuant to Section 2.2(c)) will of the Closing Balance Sheet, the "Net Working Capital" (as defined) of Seller is less than $1,300,000 (which amount has been calculated as shown on Schedule 2.2(d)), then Seller shall promptly pay to Purchaser the amount of such deficiency below $1,300,000; provided, however, the total amount paid by Seller pursuant to this Section 2.2(d) shall be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in only from the Final Settlement Statement Escrowed Funds and shall meet no later not exceed the amount of the Escrowed Funds. In the event that after finalization of the Closing Balance Sheet, the "Net Working Capital" (as defined) of Seller is greater than fifteen (15) days after $1,300,000, then Purchaser shall promptly pay to Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration amount of such fifteen (15) day periodsurplus above $1,300,000. As used herein, to KPMG or another nationally-recognized"Net Working Capital" shall mean the current assets of Seller less the current liabilities of Seller, United States-based accounting firm on prepared in accordance with Schedule 2.2(d); provided, however, that all Excluded Assets and all liabilities which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may are not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, Assumed Liabilities shall be binding on and non-appealable by excluded from the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier computation of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”)Net Working Capital.

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.032.2. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s 's written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15I5) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties parties agree in writing (the “Accounting Referee”). Any adjustment dispute that is not resolved by agreement of the parties or submitted to the Accounting Referee by such thirtieth (30th) day shall be deemed waived unless the thirty (30) day period is extended by mutual written agreement of the parties. The Parties parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s 's fees and expenses. The Final Settlement Statement, whether as agreed between the Parties parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties parties and (ii) the date the Parties parties receive the Accounting Referee’s 's decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller shall prepare and deliver to Buyer Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment to or payment that was not finally determined as of the Purchase Price required under Section 2.03Closing Date and showing the calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within fifteen (15) days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit PeriodStatement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitrationStatement. The undisputed parties shall undertake to agree with respect to the amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree due pursuant to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet such post-closing adjustment no later than fifteen (15) days after Seller receives has received Buyer’s written report 's proposed changes. The date upon which such agreement is reached shall be called the "Final Settlement Date." The amount agreed upon by Buyer and Seller shall be referred to attempt to agree on any adjustments to as the "Final Purchase Price." If (i) the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later Purchase Price is more than the thirtieth (30th) day following Preliminary Purchase Price, Buyer shall pay in immediately available federal funds the expiration amount of such fifteen difference to Seller or to Seller's account (15as designated by Seller), or (ii) day periodthe Final Purchase Price is less than the Preliminary Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to KPMG Buyer or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing to Buyer's account (the “Accounting Referee”as designated by Buyer). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement Seller shall be made within five (5) Business Days days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As soon (i) After the Closing, Buyer shall prepare a balance sheet as reasonably practicableof 11:59 p.m. (Toronto, but no later than ninety (90Ontario time) days after on the date immediately preceding the Closing Date, Seller shall deliver to Buyer a final settlement statement Date (the “Final Settlement StatementClosing Date Balance Sheet”) setting of the Company in accordance with this Agreement and GAAP. The Final Closing Date Balance Sheet shall set forth each adjustment the actual amounts of (A) Cash, (B) Working Capital and (C) Debt and shall be accompanied by the Final Tax Adjustment Statement. Buyer shall deliver to the Purchase Price required under Section 2.03. Seller shall make available Sellers the necessary records to permit Buyer to conduct an audit Final Closing Date Balance Sheet and the Final Tax Adjustment Statement (together with copies of all underlying working papers and other documentation reasonably requested by the Sellers or their advisors) within 75 calendar days following the Closing Date. (ii) If the Sellers disagree in whole or in part with the Final Closing Date Balance Sheet and/or the Final Tax Adjustment Statement, then within 30 calendar days after their receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date Closing Date Balance Sheet and the Final Settlement Statement is delivered to Tax Adjustment Statement, they shall notify Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree disagreement in writing (the “Accounting RefereePost-Closing Notice of Disagreement”), setting forth in reasonable detail the particulars of any such disagreement; provided, however, that any such objection shall be limited to any failure on the part of Buyer to prepare the Final Closing Date Balance Sheet and/or the Final Tax Adjustment Statement in accordance with this Agreement and to mathematical or similar errors. To be effective, any such Post-Closing Notice of Disagreement shall include a copy of the Final Closing Date Balance Sheet and Final Tax Adjustment Statement marked to indicate those specific items that are in dispute (the “Disputed Line Items”) and shall be accompanied by the Sellers’ calculation of each of the Disputed Line Items and the Sellers’ revised Final Closing Date Balance Sheet and revised Final Tax Adjustment Statement setting forth their determination of Cash, Debt, Working Capital and the Closing Income Tax Amount. To the extent the Sellers provide a Post-Closing Notice of Disagreement within such 30 calendar-day period, all items that are not Disputed Line Items shall be final, binding and conclusive for all purposes hereunder. In the event that the Sellers do not provide a Post-Closing Notice of Disagreement within such 30 calendar-day period, the Sellers shall be deemed to have accepted in full the Final Closing Date Balance Sheet and the Final Tax Adjustment Statement as prepared by the Company, which shall be final, binding and conclusive for all purposes hereunder. (iii) In the event any Post-Closing Notice of Disagreement is timely provided and contains the proper information as aforesaid, Buyer and the Sellers shall use commercially reasonable efforts for a further period of 15 calendar days (or such longer period as they may mutually agree) to resolve any Disputed Line Items. During such further 15 calendar day period, Buyer and the Sellers shall have access to the working papers, schedules and calculations and other documentation reasonably requested of the other used in the preparation of the Final Closing Date Balance Sheet, the Final Tax Adjustment Statement and the Post-Closing Notice of Disagreement. If, at the end of such further period, Buyer and the Sellers are unable to resolve such Disputed Line Items, then the Toronto, Ontario office of PricewaterhouseCoopers LLP or, failing such office’s willingness to so serve, such other independent accounting firm of recognized Canadian national standing as may be mutually selected by Buyer and the Sellers, shall resolve any remaining Disputed Line Items; provided, however, if Buyer and the Sellers are unable to so agree within 5 calendar days after PricewaterhouseCoopers informs either Buyer or the Sellers of its unwillingness to so serve (the “PWC Decline Date”), then within 10 calendar days after the PWC Decline Date, each of Buyer and the Sellers (jointly) shall select an office of an independent accounting firm of recognized Canadian national standing and such two firms shall, within 15 calendar days after the PWC Decline Date, then select a third independent accounting firm of recognized Canadian national standing to resolve any remaining Disputed Line Items (any such accountants selected pursuant to this Section 2.4 to resolve Disputed Line Items, the “Settlement Accountants”). Buyer and the Sellers will enter into reasonable and customary arrangements for the services to be rendered by the Settlement Accountants under this Section 2.4. The Parties Settlement Accountants shall direct determine as promptly as practicable (and in any event within a further 30 calendar days from the Accounting Referee date that the dispute is submitted to resolve it), whether the disputes within thirty Final Closing Date Balance Sheet and the Final Tax Adjustment Statement were prepared in accordance with this Agreement and whether and to what extent (30if any) days after the Final Closing Date Balance Sheet and/or the Final Tax Adjustment Statement requires adjustment, limiting its receipt of relevant materials pertaining review, however, only to the disputeDisputed Line Items so submitted to it. The Accounting Referee Settlement Accountants shall act as an expert for only resolve each Disputed Line Item by choosing the limited purpose of determining the specific disputed matters amounts submitted by either Party Buyer or the Sellers for such Disputed Line Item. Buyer and the Sellers shall each furnish to the Settlement Accountants such working papers and other documents and information relating to the disputed issues, and shall provide interviews and answer questions, as such Settlement Accountants may not award damages reasonably request. The determination of the Settlement Accountants shall be final, conclusive and binding on the parties. The fees and expenses of the Settlement Accountants shall be paid one half by each of Buyer and the Sellers (jointly and severally). (iv) The Final Closing Date Balance Sheet and the Final Tax Adjustment Statement (as accepted by the Sellers pursuant to clause (ii) above or penalties to either Party with respect to any matter. Seller as agreed upon by the Sellers and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, Settlement Accountants pursuant to clause (iii) above) shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement DateClosing Date Balance Sheet” and “Final Tax Adjustment Statement.”).

Post-Closing Adjustment Procedure. (a) As soon as reasonably practicablepracticable after the Closing Date, but no later than ninety (90) 90 days after the Closing Date, Seller shall prepare and deliver to Buyer Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to or payment that was not finally determined as of the Purchase Price required under Section 2.03Closing Date and showing the calculation of such adjustments. Seller shall make available the necessary records to permit Buyer to conduct an audit Within fifteen (15) days after receipt of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit PeriodStatement, Buyer may shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitrationStatement. The undisputed parties shall undertake to agree with respect to the amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree due pursuant to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet such post-closing adjustment no later than fifteen (15) days after Seller receives has received Buyer’s written report proposed changes. The date upon which such agreement is reached or upon which the “Final Cash Purchase Price” is established, shall be called the “Final Settlement Date.” If (i) the Final Cash Purchase Price is more than the Preliminary Cash Purchase Price, Buyer shall pay in immediately available federal funds the amount of such difference to attempt Seller or to agree on Seller’s account (as designated by Seller), or (ii) the Final Cash Purchase Price is less than the Preliminary Cash Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to Buyer or to Buyer’s account (as designated by Buyer). (b) Should the parties be unable to resolve any adjustments disagreements with respect to the Final Settlement Statement. If , such disagreement shall, at the Parties fail to agree on final adjustments within that fifteen (15) day periodearliest practicable date, be referred, by either Party may submit or both of the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day periodparties, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing PriceWaterhouseCoopers (the “Accounting RefereeFirm”), along with all audit reports, work papers, schedules and calculations related to the matter in dispute. The Parties shall direct the Accounting Referee to resolve the disputes within thirty Within twenty-five (3025) days after its receipt of relevant materials pertaining to such submission, the dispute. The Accounting Referee Firm shall act as an expert for the limited purpose of issue a letter report determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, which shall be binding on final and non-appealable binding. Any fees and expenses incurred in resolving disputes shall be borne equally by the Parties Seller and not subject to further review, audit or arbitrationBuyer. Payment by of any amounts owed under the Final Settlement Statement is due three (3) business days from the date Seller and Buyer or Seller, as applicable, for any disputed amount agree in writing on the Final Settlement Statement shall be made within Statement, or five (5) Business Days after business days from the earlier determination of the Final Settlement Statement by the Accounting Firm, whichever is later. Interest will be applied at the prime rate announced from time to time by Bank One N.A. (ithe “Prime Rate”) to any amounts if not paid when due from the date such amount payment is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”)due.

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than (a) Within ninety (90) calendar days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may will prepare and deliver to Seller the Closing Balance Sheet together with a written report containing statement (collectively, the "Closing Financial Statement"), setting forth the Buyer's determination of: (A) the aggregate Acquisition Expenses, to the extent not paid as of the Closing, (B) the aggregate Indebtedness of the Company and the Subsidiaries to the extent not paid as of the Closing, (C) the Net Working Capital as of the Closing Date (the "Closing Net Working Capital") and the Working Capital Adjustment, (D) the aggregate amount of Change in Control Payments to the extent not paid as the Closing, including any changes related employer portion of employment Taxes attributable thereto, (E) the aggregate amount payable in respect of the Company Phantom Units as of the Closing Date, including any related employer portion of employment Taxes attributable thereto, (F) the aggregate amount payable in respect of the Stock Appreciation Rights as of the Closing Date, including any related employer portion of employment Taxes attributable thereto, and (G) the aggregate amount of all Other Payments as of the Closing Date. Buyer proposes will promptly cooperate with Seller and make available at Seller's reasonable request all records, work papers and relevant personnel used in or relating to the preparation of the Closing Financial Statement and the calculation of the amounts thereon. The Closing Financial Statement will be prepared in accordance with GAAP consistently applied. (b) If Seller disagrees with the determination of any amounts shown on the Closing Financial Statement, Seller may notify Buyer in writing of such statementdisagreement within thirty (30) calendar days after delivery of the Closing Financial Statement to Seller, which notice will specify in reasonable detail all disputed items and the basis therefor (a "Dispute Notice"). Any matters covered by the Final Settlement Statement as delivered by If Seller to which Buyer fails to object in deliver a Dispute Notice within this 30-day period, then each of the written report shall be deemed correct amounts and shall calculations shown on the Closing Financial Statement will be final and binding on binding. If Seller provides a Dispute Notice to Buyer within such 30-day period, the Parties Closing Financial Statement and not subject to further review, audit or arbitration. The undisputed amounts the items included in the Dispute Notice shall be finally determined in accordance with Section 1.5(c). (net of any amounts in disputec) will be paid or collected promptly in cash only. The Parties Xxxxx and Seller agree to negotiate in good faith to resolve all items included in any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement StatementDispute Notice. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed Buyer and Seller resolve all such items, no later than the thirtieth (30th) day following the expiration they shall document their agreement in a written document executed by Xxxxx and Seller, which shall be deemed final and binding for all purposes of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”)this Agreement. The Parties shall direct the Accounting Referee If Buyer and Seller are unable to resolve the disputes all items included in any Dispute Notice within thirty (30) calendar days after delivery of such Dispute Notice to Buyer, then only the remaining unresolved items will be submitted for final and binding resolution to the Boston office of Deloitte & Touche LLP (the "Accounting Arbitrator"). The Accounting Arbitrator will deliver to Buyer and Seller, as promptly as practicable and in any event within sixty (60) calendar days after its receipt appointment, a written report setting forth the resolution of relevant materials pertaining each unresolved item determined in accordance with the terms of this Agreement, which, as to each amount in disagreement, will be an amount no less than the dispute. The Accounting Referee shall act as an expert for lesser of the limited purpose of determining the specific disputed matters submitted applicable amounts claimed by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, and no greater than the greater of the applicable amounts claimed by either Buyer or Seller. The determinations of the Accounting Arbitrator will be final and binding. The fees and expenses of the Accounting Arbitrator incurred in connection with its determination of the disputed items will be paid jointly, one-half by Xxxxx and one-half by Seller; provided that upon resolution of the dispute, the prevailing party, if any, as applicabledetermined by the Accounting Arbitrator, shall be entitled to be reimbursed in proportion to the amount by which the other party's determinations of the items in dispute differed from the amount determined by the Accounting Arbitrator. Such amount shall be determined by the Accounting Arbitrator. Other than such fees and expenses of the Accounting Arbitrator, Buyer and Seller will each be responsible for their own costs and expenses incurred in connection with any disputed amount actions taken pursuant to this Section 1.5. (d) No later than the fifth (5th) Business Day following the final determination of each of the amounts set forth on the Closing Financial Statement pursuant to Section 1.5(b) or (c), as the case may be, the Purchase Price under Section 1.3 will be re-calculated using such finally determined amounts in lieu of the estimated amounts used to calculate the Estimated Purchase Price pursuant to Section 1.3(b). Such recalculated Purchase Price will be the "Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final Settlement Date”)Purchase Price".

Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.031.05, including the Final Closing Amounts. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s 's written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s 's fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s 's decision (such earlier date being the “Final Settlement Date”).

Post-Closing Adjustment Procedure. As The Parties acknowledge that as of the Effective Time, the Gathering System may be subject to Imbalances. Sellers shall use reasonable efforts to minimize the extent of the Imbalances. Buyer shall use reasonable efforts to prepare and deliver to the Seller Representative, as soon as reasonably practicable, practicable but no later than ninety (90) 30 days after the Closing Date, Seller shall deliver to Buyer in accordance with this Agreement and GAAP, a final settlement statement (the “Final Post-Closing Settlement Statement”) setting forth any changes to the Pre-Closing Settlement Statement, each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit or payment that was not finally determined as of the Final Settlement Statement during Closing Date, the forty-five (45) day period commencing calculation of such adjustments and a proposed final purchase price, which will include interest from and including the Effective Time to, but excluding, the Closing Date, at the Applicable Rate calculated on the date the Final Settlement Statement is delivered to Buyer basis of a 365-day year (the “Audit PeriodFinal Purchase Price”). As soon as reasonably practicable, but no later than the end Within 15 days after receipt of the Audit PeriodPost-Closing Settlement Statement, Buyer may the Seller Representative shall deliver to Seller Buyer a written report containing any changes Buyer proposes that Sellers propose be made to such statement. Any matters covered by the Final Post-Closing Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash onlyStatement. The Parties shall undertake to agree to negotiate in good faith the Final Purchase Price and any amounts due pursuant to such post-closing adjustment no later than 15 days after Buyer has received Sellers’ proposed changes. If Buyer and Sellers cannot agree on the Post-Closing Settlement Statement within 60 days after the Closing Date, the Parties shall engage an internationally recognized public accounting firm acceptable to Buyer and Sellers (the “Independent Accounting Firm”), to resolve any disputes relating to items in disputed amounts (and only those amounts). Buyer, on the Final Settlement Statement one hand, and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree Sellers, on any adjustments to the Final Settlement Statementother hand, each must pay one half of the fees and other costs of the Independent Accounting Firm. If the Parties fail engage the Independent Accounting Firm under this §2(f), Sellers and Buyer shall provide the Independent Accounting Firm with a detailed statement itemizing any disputed amounts and all records and other information relevant to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than determination of the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”)amounts. The Parties shall direct instruct the Independent Accounting Referee Firm to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the disputemake those calculations as soon as practicable. The Accounting Referee shall act final determination of any of the disputed items as an expert for calculated under this §2(f) is binding on the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expensesParties. The date upon which such agreement is reached or upon which the Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, Purchase Price is established shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being called the “Final Settlement Date”.” If the Final Purchase Price is more than the Estimated Purchase Price, Buyer will pay in immediately available funds the amount of that difference to Sellers or to Sellers’ account (as designated by the Seller Representative). If the Final Purchase Price is less than the Estimated Purchase Price, Sellers will pay in immediately available funds the amount of that difference to Buyer or to Buyer’s account (as designated by Buyer). Buyer or Sellers, as the case may be, shall pay the amount of the difference within five Business Days after the Final Settlement Date.