Common use of Post-Closing Adjustments to Purchase Price; Disputes Clause in Contracts

Post-Closing Adjustments to Purchase Price; Disputes. (a) Within 90 days after the Initial Closing Date, or, if the Option is exercised, within 60 days after the Option Closing Date, the Seller Representative shall prepare and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Initial Purchase Price and (if the Option is exercised) the Adjusted Option Purchase Price, payable to each Seller based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this Agreement (the “Final Accounting Statement”), together with reasonable supporting documentation. Buyer shall within 45 days after receipt of the Final Accounting Statement deliver to the Seller Representative a written report (together with reasonable supporting documentation) containing any changes that Buyer proposes be made to such Final Accounting Statement (the “Dispute Notice”). The Parties shall undertake to agree on the final adjustment amounts and such final adjustment amounts shall be paid by Buyer or the applicable Sellers, as appropriate, not later than 30 days after such agreement. During the foregoing periods of time, any Party may at its own expense audit any other Party’s books, accounts and records relating to production proceeds, operating expenses and taxes paid that may have been adjusted on account of this transaction. Such audit shall be conducted so as to cause a minimum of inconvenience to the audited Party. The occurrence of the Initial Closing or Option Closing, as applicable, shall not relieve any Party of its obligation to account to the other Parties after the Initial Closing or Option Closing, as applicable, with respect to amounts that are received or become due after the Initial Closing or Option Closing, as applicable, and that are properly payable or chargeable to a Party pursuant to any provision of this Agreement.

Post-Closing Adjustments to Purchase Price; Disputes. (a) Within The Seller Representative shall prepare within 90 days after the Initial Closing Date, or, if the Option is exercised, within 60 days after the Option Closing Date, the Seller Representative shall prepare Date and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Initial Purchase Price and (if the Option is exercised) the Adjusted Option Purchase Price, payable to each Seller Sellers based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this Agreement Agreement, including each Seller’s share thereof and showing the calculation of each such adjustment based on the actual credits, charges, receipts and other items before and after the Effective Time (the “Final Accounting Statement”), together with reasonable supporting documentation. Buyer shall within 45 thirty (30) days after receipt of the Final Accounting Statement deliver to the Seller Representative a written report (together with reasonable supporting documentation) containing any changes that Buyer proposes be made to such Final Accounting Statement (the “Dispute Notice”). The Parties shall undertake to agree on the Final Accounting Statement and the final adjustment amounts and such final adjustment amounts shall be paid by Buyer or the applicable Sellers, as appropriate, not Adjusted Purchase Price reflected therein no later than 30 one hundred fifty (150) days after such agreementfollowing the Closing Date. During the foregoing periods of time, any Party may at its own expense audit any other Party’s books, accounts and records relating to production proceeds, operating expenses and taxes paid that may have been adjusted on account of this transaction. Such audit shall be conducted so as to cause a minimum of inconvenience to the audited Party. The occurrence of the Initial Closing or Option Closing, as applicable, shall not relieve any Party of its obligation to account to the other Parties after the Initial Closing or Option Closing, as applicable, with respect to amounts that are received or become due after the Initial Closing or Option Closing, as applicable, and that are properly payable or chargeable to a Party pursuant to any provision of this Agreement.

Post-Closing Adjustments to Purchase Price; Disputes. (a) Within 90 days after the Initial Closing Date, or, if the Option is exercised, Seller shall prepare within 60 days after the Option Closing Date, the Seller Representative shall prepare Date and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Initial Purchase Price and (if the Option is exercised) the Adjusted Option Purchase Price, payable to each Seller based on the adjustments and pro-rating of any amounts provided for in Section 3.04 Article IX or elsewhere in this Agreement (the “"Final Accounting Statement”), ") together with reasonable supporting documentation. Buyer shall within 45 30 days after receipt of the Final Accounting Statement deliver to the Seller Representative a written report (together with reasonable supporting documentation) containing any changes that Buyer proposes be made to such Final Accounting Statement (the “"Dispute Notice”"). The Parties shall undertake to agree on the final adjustment amounts and such final adjustment amounts shall be paid by Buyer or the applicable SellersSeller, as appropriate, not later than 30 5 days after such agreement. During the foregoing periods of time, any either Party may at its own expense audit any the other Party’s 's books, accounts and records relating to production proceedsrevenue, operating expenses and taxes Operating Expenses, Taxes paid that may have been adjusted on account of this transactiontransaction and any other item in the Final Accounting Statement. Such audit shall be conducted so as to cause a minimum of inconvenience to the audited Party. The occurrence of the Initial Closing or Option Closing, as applicable, shall not relieve any either Party of its obligation to account to the other Parties Party after the Initial Closing or Option Closing, as applicable, with respect to amounts that are received or become due after the Initial Closing or Option Closing, as applicable, and that are properly payable or chargeable to a either Party pursuant to any provision of this Agreement.