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

Post-Closing Adjustments to Purchase Price; Disputes. (a) The Seller Representative shall prepare within 90 days after the Closing Date and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Purchase Price payable to Sellers based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this 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 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 Adjusted Purchase Price reflected therein no later than one hundred fifty (150) days following 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 Closing shall not relieve any Party of its obligation to account to the other Parties after the Closing with respect to amounts that are received or become due after the Closing and that are properly payable or chargeable to a Party pursuant to any provision of this Agreement. (b) If the Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice, each of Buyer and the Seller Representative shall, within ten (10) Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to an independent Big Four accounting firm to be mutually agreed by Buyer and the Seller Representative (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Accounting Statement and any other documentation such Party may desire to submit. Within forty-five (45) Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller Representative’s position or Buyer’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. The Accounting Arbitrator may not award damages or penalties to any Party. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer and will be enforceable against such Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by the Seller Representative. The Seller Representative and Buyer shall each bear its own legal fees and other costs of presenting its case. (c) Within thirty (30) days after the first to occur of (i) if Buyer does not deliver a Dispute Notice, the thirtieth (30th) day after Buyer’s receipt of the Final Accounting Statement, or (ii) the date on which the Seller Representative and Buyer or the Accounting Arbitrator, as applicable, finally determines any disputed matters, (x) Buyer shall pay to Sellers (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) the amount by which the final Adjusted Purchase Price exceeds the Adjusted Purchase Price paid at the Closing or (y) Sellers shall pay to Buyer the amount (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) by which the Adjusted Purchase Price determined at Closing exceeds the final Adjusted Purchase Price, as applicable. All payments made or to be made under this Section 10.01 shall be by wire transfer of immediately available funds to a bank account or accounts specified by the owed party in writing to the owing party.

Post-Closing Adjustments to Purchase Price; Disputes. (a) The Seller Representative shall prepare within 90 180 days after the Closing Date and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Purchase Price payable to Sellers based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this 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 Section 10.01(c) (the “Final Accounting Statement”), ) together with reasonable supporting documentation. Buyer shall within thirty (30) 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 Accounting Statement final adjustment amounts and the such final Adjusted Purchase Price reflected therein no adjustment amounts shall be paid by Buyer or Seller, as appropriate, not later than one hundred fifty (150) 30 days following the Closing Dateafter such agreement. During the foregoing periods of time, any either Party may at its own expense audit any the other Party’s books, accounts and records relating to production proceeds, operating expenses and taxes 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 Closing shall not relieve any either Party of its obligation to account to the other Parties Party after the Closing with respect to amounts that are received or become due after the Closing and that are properly payable or chargeable to a either Party pursuant to any provision of this Agreement. (b) If the Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice, each of Buyer and the Seller Representative shall, within ten (10) Business Days 10 business days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to an independent Big Four Ernst & Young, LLP or such other mutually agreeable accounting firm to be mutually agreed selected by Buyer and the Seller Representative Parties (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Accounting Statement and any other documentation such Party may desire to submit. Within forty-five (45) Business Days 45 business days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller RepresentativeSeller’s position or Buyer’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. The Accounting Arbitrator may not award damages or penalties to any Party. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers Seller and Buyer and will be enforceable against such any of the Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by the Seller Representative. The Seller Representative and Buyer shall each bear its own legal fees and other costs of presenting its caseSeller. (c) Within thirty (30) days after the first to occur of (i) if Buyer does not deliver a Dispute Notice, the thirtieth (30th) day after Buyer’s receipt of the Final Accounting Statement, or (ii) the date on which the Seller Representative and Buyer or the Accounting Arbitrator, as applicable, finally determines any disputed matters, (x) Buyer shall pay to Sellers (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) the amount by which the final Adjusted Purchase Price exceeds the Adjusted Purchase Price paid at the Closing or (y) Sellers shall pay to Buyer the amount (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) by which the Adjusted Purchase Price determined at Closing exceeds the final Adjusted Purchase Price, as applicable. All payments made or to be made under this Section 10.01 shall be by wire transfer of immediately available funds to a bank account or accounts specified by the owed party in writing to the owing party.

Post-Closing Adjustments to Purchase Price; Disputes. (a) The 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 within 90 days after the Closing 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 Sellers each Seller based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this 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 Agreement (the “Final Accounting Statement”), together with reasonable supporting documentation. Buyer shall within thirty (30) 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 Accounting Statement final adjustment amounts and such final adjustment amounts shall be paid by Buyer or the final Adjusted Purchase Price reflected therein no applicable Sellers, as appropriate, not later than one hundred fifty (150) 30 days following the Closing Dateafter 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. (b) If the Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice, each of Buyer and the Seller Representative shall, within ten (10) 10 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to an independent Big Four accounting firm to be mutually agreed by Buyer and the Seller Representative (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Accounting Statement and any other documentation such Party may desire to submit. Within forty-five (45) 45 Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller Representative’s position or Buyer’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. The Accounting Arbitrator may not award damages or penalties to any Party. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer and will be enforceable against such Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by the Seller Representative. The Seller Representative and Buyer shall each bear its own legal fees and other costs of presenting its case. Sellers (c) Within thirty (30) days after the first to occur of (i) if Buyer does not deliver a Dispute Notice, the thirtieth (30th) day after Buyer’s receipt in accordance with their respective portions of the Final Accounting Statement, or (ii) the date on which the Seller Representative and Buyer or the Accounting Arbitrator, as applicable, finally determines any disputed matters, (x) Buyer shall pay to Sellers (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) the amount by which the final Adjusted Purchase Price exceeds the Adjusted Purchase Price paid at the Closing or (y) Sellers shall pay to Buyer the amount (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) by which the Adjusted Purchase Price determined at Closing exceeds the final Adjusted Purchase Price, as applicable. All payments made or to be made under this Section 10.01 shall be by wire transfer of immediately available funds to a bank account or accounts specified by the owed party in writing to the owing partydispute).

Post-Closing Adjustments to Purchase Price; Disputes. (a) The 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 within 90 days after the Closing 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 Sellers each Seller based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this 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 Agreement (the “Final Accounting Statement”), together with reasonable supporting documentation. Buyer shall within thirty (30) 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 Accounting Statement final adjustment amounts and such final adjustment amounts shall be paid by Buyer or the final Adjusted Purchase Price reflected therein no applicable Sellers, as appropriate, not later than one hundred fifty (150) 30 days following the Closing Dateafter 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. (b) If the Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice, each of Buyer and the Seller Representative shall, within ten (10) 10 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to an independent Big Four accounting firm to be mutually agreed by Buyer Xxxxx and the Seller Representative (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Accounting Statement and any other documentation such Party may desire to submit. Within forty-five (45) 45 Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller Representative’s position or BuyerXxxxx’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. The Accounting Arbitrator may not award damages or penalties to any Party. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer and will be enforceable against such Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrator shall be borne one-one- half by Buyer Xxxxx and one-half by the Seller Representative. The Seller Representative and Buyer shall each bear its own legal fees and other costs of presenting its case. Sellers (c) Within thirty (30) days after the first to occur of (i) if Buyer does not deliver a Dispute Notice, the thirtieth (30th) day after Buyer’s receipt in accordance with their respective portions of the Final Accounting Statement, or (ii) the date on which the Seller Representative and Buyer or the Accounting Arbitrator, as applicable, finally determines any disputed matters, (x) Buyer shall pay to Sellers (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) the amount by which the final Adjusted Purchase Price exceeds the Adjusted Purchase Price paid at the Closing or (y) Sellers shall pay to Buyer the amount (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) by which the Adjusted Purchase Price determined at Closing exceeds the final Adjusted Purchase Price, as applicable. All payments made or to be made under this Section 10.01 shall be by wire transfer of immediately available funds to a bank account or accounts specified by the owed party in writing to the owing partydispute).

Post-Closing Adjustments to Purchase Price; Disputes. (a) The Seller Representative shall prepare within 90 180 days after the Closing Date and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Purchase Price payable to Sellers based on the adjustments and pro-rating of any amounts provided for in Section 3.04 or elsewhere in this 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 Section 10.01(c) (the “Final Accounting Statement”), ) together with reasonable supporting documentation. Buyer shall within thirty (30) 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 Accounting Statement final adjustment amounts and the such final Adjusted Purchase Price reflected therein no adjustment amounts shall be paid by Buyer or Seller, as appropriate, not later than one hundred fifty (150) 30 days following the Closing Dateafter such agreement. During the foregoing periods of time, any either Party may at its own expense audit any the other Party’s books, accounts and records relating to production proceeds, operating expenses and taxes 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 Closing shall not relieve any either Party of its obligation to account to the other Parties Party after the Closing with respect to amounts that are received or become due after the Closing and that are properly payable or chargeable to a either Party pursuant to any provision of this Agreement. (b) If the Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice, each of Buyer and the Seller Representative shall, within ten (10) Business Days 10 business days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to an independent Big Four Ernst & Young, LLP or such other mutually agreeable accounting firm to be mutually agreed selected by Buyer and the Seller Representative Parties (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Accounting Statement and any other documentation such Party may desire to submit. Within forty-five (45) Business Days 45 business days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller RepresentativeSeller’s position or BuyerXxxxx’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. The Accounting Arbitrator may not award damages or penalties to any Party. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers Seller and Buyer and will be enforceable against such any of the Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrator shall be borne one-half by Buyer Xxxxx and one-half by the Seller Representative. The Seller Representative and Buyer shall each bear its own legal fees and other costs of presenting its caseSeller. (c) Within thirty (30) days after the first to occur of (i) if Buyer does not deliver a Dispute Notice, the thirtieth (30th) day after Buyer’s receipt of the Final Accounting Statement, or (ii) the date on which the Seller Representative and Buyer or the Accounting Arbitrator, as applicable, finally determines any disputed matters, (x) Buyer shall pay to Sellers (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) the amount by which the final Adjusted Purchase Price exceeds the Adjusted Purchase Price paid at the Closing or (y) Sellers shall pay to Buyer the amount (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) by which the Adjusted Purchase Price determined at Closing exceeds the final Adjusted Purchase Price, as applicable. All payments made or to be made under this Section 10.01 shall be by wire transfer of immediately available funds to a bank account or accounts specified by the owed party in writing to the owing party.

Post-Closing Adjustments to Purchase Price; Disputes. (a) The Seller Representative shall prepare within 90 60 days after the Closing Date and furnish to Buyer a final accounting statement setting forth the final calculation of the Adjusted Purchase Price payable to Sellers based on the adjustments and pro-rating of any amounts provided for in Section 3.04 Article IX or elsewhere in this 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 Agreement (the “"Final Accounting Statement”), ") together with reasonable supporting documentation. Buyer shall within thirty (30) 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 final adjustment amounts and the such final Adjusted Purchase Price reflected therein no adjustment amounts shall be paid by Buyer or Seller, as appropriate, not later than one hundred fifty (150) 5 days following the Closing Dateafter 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 Closing shall not relieve any either Party of its obligation to account to the other Parties Party after the Closing with respect to amounts that are received or become due after the Closing and that are properly payable or chargeable to a either Party pursuant to any provision of this Agreement. (b) If the Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice, each of Buyer and the Seller Representative shall, within ten (10) 5 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to an independent Big Four a mutually agreeable accounting firm to be mutually agreed selected by Buyer and the Seller Representative Parties (the “"Accounting Arbitrator”"), together with the Dispute Notice, the Final Accounting Statement and any other documentation such Party may desire to submit. Within forty-five (45) 10 Business Days after receiving the Parties’ ' respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller Representative’s position or Buyer’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. The Accounting Arbitrator may not award damages or penalties to any Party. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers Seller and Buyer and will be enforceable against such the Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by the Seller Representative. The Seller Representative and Buyer shall each bear its own legal fees and other costs of presenting its caseSeller. (c) Within thirty (30) days after the first to occur of (i) if Buyer does not deliver a Dispute Notice, the thirtieth (30th) day after Buyer’s receipt of the Final Accounting Statement, or (ii) the date on which the Seller Representative and Buyer or the Accounting Arbitrator, as applicable, finally determines any disputed matters, (x) Buyer shall pay to Sellers (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) the amount by which the final Adjusted Purchase Price exceeds the Adjusted Purchase Price paid at the Closing or (y) Sellers shall pay to Buyer the amount (with such amounts allocated among the Sellers as so finally determined by the Seller Representative and Buyer or the Accounting Arbitrator, as applicable) by which the Adjusted Purchase Price determined at Closing exceeds the final Adjusted Purchase Price, as applicable. All payments made or to be made under this Section 10.01 shall be by wire transfer of immediately available funds to a bank account or accounts specified by the owed party in writing to the owing party.