Common use of Post-Closing Review Clause in Contracts

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same (the “Final Adjustment Statement”). Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement. Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers to Seller notice, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) day following its receipt by Buyer, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice to final and binding arbitration in accordance with the Arbitration Procedures. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected therein. Within three (3) Business Days after the Final Adjustment Statement becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, Seller or Buyer, as appropriate, shall pay to the other Party the amount, if any, by which the actual Purchase Price Adjustments shown in the Final Adjustment Statement, are less than or exceed the sum of the Initial Adjustment Amount and the Initial Other Amounts, together with interest thereon from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreement.

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of Net Cash Flow and, if applicable, the definition of correct interest calculation based on the Adjusted Purchase Price and rather than the actual Net Cash FlowInitial Adjusted Purchase Price. On or prior to the ninetieth (90th) 60th day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same Net Cash Flow shown therein (the “Final Adjustment Statement”). To the extent reasonably necessary to Seller, Buyer will give personnel, accountants and representatives of Seller reasonable access to its the Assets and Buyer’s premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s personnel, accountants and representatives, at with no cost charge to SellerSeller for such assistance, in the preparation of the Final Adjustment Statement. Seller will give personnel, accountants and representatives of Buyer reasonable access to its Seller’s premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement Net Cash Flow and will cause appropriate personnel of Seller to assist Buyer and its Buyer’s personnel, accountants and representatives, at with no cost charge to BuyerBuyer for such assistance, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) 30 days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) -day period Buyer delivers shall deliver to Seller noticeone or more notices, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice notices shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. Any disagreements with or changes to the Final Adjustment Statement not included in such notices shall be waived by Buyer. If Buyer has timely delivered such a notice one or more notices of disagreement to SellerSeller in the manner required above, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such noticenotices, the Final Adjustment Statement (including any revisions thereto as are so agreed) will become final and binding upon on Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinFlow. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) 120th day following its receipt by Buyerthe Closing Date, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice the aforesaid notices to Ernst & Young, Houston, Texas for final and binding arbitration determination. The fees and expenses of said accounting firm in accordance with the Arbitration Proceduresmaking such determination shall be shared equally by Buyer and Seller. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement (including any revisions thereto as are so resolved or agreed), shall be conclusive, final and binding upon on Buyer and Seller as to the Net Cash Flow. If the final amount of Net Cash Flow andis more or less than the Initial Adjustment Amount, without limiting Buyer’s rights pursuant to Section 3.5, any other the Initial Adjusted Purchase Price Adjustments reflected thereinshall be redetermined under Section 3.1 using such final amount of Net Cash Flow. If such redetermination under Section 3.1 results in a reduction in the Initial Adjusted Purchase Price, Seller shall pay Buyer the amount of such reduction. If such redetermination results in an increase in the Initial Adjusted Purchase Price, Buyer shall pay Seller the amount of such increase. Within three (3) Business Days after the Final Adjustment Statement (as so resolved or agreed) becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinbinding, Seller or Buyer, as appropriate, shall pay to the other Party party the amountamount of such increase or reduction, if any, by which the actual Purchase Price Adjustments shown in the Final Adjustment Statement, are less than or exceed the sum of the Initial Adjustment Amount and the Initial Other AmountsAdjusted Purchase Price, together with interest thereon on the amount of such increase or reduction from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to Except for specific costs which are expressly set forth and accounted for in the contraryfinal and binding Final Adjustment Statement, Seller shall not be liable to pay to Buyer pursuant to neither the Final Adjustment Statement nor this Section 3.4 any amounts on account shall operate to waive, release or impair the indemnity and hold harmless obligations of Net Cash Flow that have been paid by Buyer under Sections 5.1, and 13.1 or Seller to Buyer pursuant to the Transition Agreementunder 13.2.

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) 120th day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same Net Cash Flow shown therein (the “Final Adjustment Statement”). To the extent reasonably necessary to Seller, Buyer will give personnel, accountants and representatives of Seller reasonable access to its the Assets and Buyer’s premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s personnel, accountants and representatives, at with no cost charge to SellerSeller for such assistance, in the preparation of the Final Adjustment Statement. Seller will give personnel, accountants and representatives of Buyer reasonable access to its Seller’s premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement Net Cash Flow and will cause appropriate personnel of Seller to assist Buyer and its Buyer’s personnel, accountants and representatives, at with no cost charge to BuyerBuyer for such assistance, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) 30 days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) -day period Buyer delivers shall deliver to Seller noticeone or more notices, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice notices shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. Any disagreements with or changes to the Final Adjustment Statement not included in such notices shall be waived by Buyer. If Buyer has timely delivered such a notice one or more notices of disagreement to SellerSeller in the manner required above, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such noticenotices, the Final Adjustment Statement (including any revisions thereto as are so agreed) will become final and binding upon on Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinFlow. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) 180th day following its receipt by Buyerthe Closing Date, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice the aforesaid notices to Ernst & Young, Houston, Texas for final and binding arbitration determination and Buyer and Seller shall execute such engagement, indemnity and other agreements as such accounting firm may reasonably require in accordance connection with or as a condition to such engagement. Buyer and Seller shall cooperate diligently with any reasonable request of the accounting firm and furnish to the accounting firm such workpapers and other documents and information relating to such objections as the accounting firm may reasonably request and are available to such party or its subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the accounting firm any material relating to the determination of the matters in dispute and to discuss such determination with the Arbitration Proceduresaccounting firm prior to any written notice of determination hereunder being delivered by the accounting firm and to the extent that a value has been assigned to any objection that remains in dispute, the accounting firm shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party. The fees and expenses of said accounting firm in making such determination shall be shared equally by Buyer and Seller. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement (including any revisions thereto as are so resolved or agreed), shall be conclusive, final and binding upon on Buyer and Seller as to the Net Cash Flow. If the final amount of Net Cash Flow andis more or less than the Initial Adjustment Amount, without limiting Buyer’s rights pursuant to Section 3.5, any other the Adjusted Purchase Price Adjustments reflected thereinshall be redetermined under Section 3.1 using such final amount of Net Cash Flow. If such redetermination under Section 3.1 results in a reduction in the Adjusted Purchase Price, Seller shall pay Buyer the amount of such reduction. If such redetermination results in an increase in the Adjusted Purchase Price, Buyer shall pay Seller the amount of such increase. Within three (3) Business Days after the Final Adjustment Statement (as so resolved or agreed) becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinbinding, Seller or Buyer, as appropriate, shall pay to the other Party party the amountamount of such increase or reduction, if any, by which the actual Purchase Price Adjustments shown in the Final Adjustment Statement, are less than or exceed the sum of the Initial Adjustment Amount and the Initial Other AmountsAdjusted Purchase Price, together with interest thereon on the amount of such increase or reduction from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to Except for specific costs which are expressly set forth and accounted for in the contraryfinal and binding Final Adjustment Statement, Seller shall not be liable to pay to Buyer pursuant to neither the Final Adjustment Statement nor this Section 3.4 any amounts on account shall operate to waive, release or impair the indemnity and hold harmless obligations of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreementunder Sections 5.1, 6.1 and 14.1.

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth one hundred twentieth (90th120th) day after the Closing Date but no sooner than ninety (90) days after the Closing Date, Seller Sellers shall cause WDP to present Buyer Purchaser with a final adjustment statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same (the “Final Adjustment Statement”). Buyer Purchaser will give representatives of Seller WDP reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer Purchaser to assist Seller provide reasonable assistance to WDP and SellerWDP’s representatives, at no cost to SellerSellers, in the preparation of the Final Adjustment Statement. Seller Sellers will give representatives of Buyer Purchaser and its representatives reasonable access to its their premises and to its their books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculationStatement. The Final Adjustment Statement shall become final and binding on Seller Sellers and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, Purchaser thirty (30) days following the date the Final Adjustment Statement is received by BuyerPurchaser, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers Purchaser shall deliver to Seller Sellers (acting through WDP) notice, as hereinafter requireddescribed, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of BuyerPurchaser’s disagreements with respect to any portion of the Final Adjustment Statement, together with BuyerPurchaser’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary and available to support, such changes. If Buyer Purchaser has timely delivered such a notice of disagreement to SellerSellers (acting through WDP), then, upon written agreement between Buyer Purchaser and Seller Sellers (acting through WDP) resolving all disagreements of Buyer Purchaser set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer Purchaser and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinSellers. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) day following its receipt by BuyerPurchaser, then Buyer Purchaser or Seller Sellers (acting through WDP) may submit any unresolved disagreements of Buyer Purchaser set forth in such notice to final a mutually agreeable arbitrator (which arbitrator must have at least ten (10) years of experience in oil and gas accounting matters in Louisiana and must not have performed any material accounting work for the preceding twelve (12) months for any Party) for binding arbitration arbitration, in accordance with which case the Arbitration Procedures. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected therein. Within three (3) Business Days after the Final Adjustment Statement becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, Seller or Buyer, as appropriate, shall pay to Party doing so must also immediately notify the other Party by telephone and facsimile. Any dispute regarding appointment of a mutually acceptable arbitrator shall be resolved by having Purchaser and Sellers (acting through WDP) each select one arbitrator meeting the amountcriteria described above and instructing such two arbitrators to select a third arbitrator meeting the criteria described above. Such third arbitrator or a mutually acceptable arbitrator, if anyas applicable, shall be referred to herein as the “Accounting Arbitrator”. The Accounting Arbitrator shall resolve disputes regarding any such adjustments within thirty (30) days of submittal by such Parties of the relevant materials for review taking into account, among other things, the likelihood the disputed item will cause either Purchaser or Sellers not to receive value bargained for under this Agreement and the length of time that the item has been treated by Sellers or their predecessors in the manner in which the actual Purchase Price Adjustments shown in Sellers (acting through WDP) have asserted on the Final Adjustment Statement, are less than or exceed the sum . Each Party agrees to pay all amounts due as a result of the Initial Adjustment Amount and agreement or the Initial Other Amountsdecision of the Accounting Arbitrator on the third (3rd) Business Day thereafter. If payment is due for Sellers, together with interest thereon from the Seller that is an affiliate of WDP agrees to cause such payment to be timely made. In the event of a Subsequent Closing Date until paid at or an Environmental Subsequent Closing, the Agreed Rate. Notwithstanding anything herein contained provisions of this Section 1.06 shall also apply thereafter as to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreementapplicable Subject Properties only.

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same Net Cash Flow shown therein (the “Final Adjustment Statement”). Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement. Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement Net Cash Flow and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers shall deliver to Seller notice, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between within sixty (60) days following receipt by Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) day following its receipt by Buyer, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice to final and binding arbitration in accordance with the Arbitration ProceduresFlow. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected thereinFlow. Within three (3) Business Days after the Final Adjustment Statement becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinbinding, Seller or Buyer, as appropriate, shall pay to the other Party the amount, if any, by which the actual Purchase Price Adjustments Net Cash Flow as shown in the Final Adjustment Statement, are is less than or exceed the sum of exceeds the Initial Adjustment Amount and the Initial Other AmountsAmount, together with interest thereon from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreement.

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same Net Cash Flow shown therein (the “Final Adjustment Statement”). Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement. Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement Net Cash Flow and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers shall deliver to Seller notice, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinFlow. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) day following its receipt by Buyer, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice to final and binding arbitration in accordance with the Arbitration Procedures. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected thereinFlow. Within three (3) Business Days after the Final Adjustment Statement becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinbinding, Seller or Buyer, as appropriate, shall pay to the other Party the amount, if any, by which the actual Purchase Price Adjustments Net Cash Flow as shown in the Final Adjustment Statement, are is less than or exceed the sum of exceeds the Initial Adjustment Amount and the Initial Other AmountsAmount, together with interest thereon from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreement.

Post-Closing Review. After (a) Forthwith following the ClosingClosing Time, Seller the Buyer, or its nominee, shall conduct a review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition Accounting Records of Adjusted Purchase Price Company for the period commencing on February 23, 2005 and ending on the actual Net Cash Flow. On or prior to the ninetieth (90th) day after close of business on the Closing Date, Seller shall present Buyer with a statement of inclusive, in order to prepare the Closing Balance Sheet, including (i) the actual Purchase Price Adjustments contemplated by subsections (iv) amount of cash and (vii) Cash Equivalents of Company on hand in the definition accounts of Adjusted Purchase Price and Company as at close of business on the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same Closing Date (the “Final Adjustment StatementClosing Cash Amount”); and (ii) the aggregate amount of the Closing Accounts Receivable of Company (the “Accounts Receivable Amount”); and (iii) the aggregate amount of the Closing Accounts Payable. The Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, subject to the provisions of this Agreement pertaining to the definition and calculation of the Closing Accounts Receivable and Closing Accounts Payable. The purpose of the Closing Balance Sheet shall be to determine whether there has been any breach of the representations made in Section 3.1.11(b), provided that, for the avoidance of doubt, the Parties acknowledge and agree that the Closing Balance Sheet is not the only basis on which such determination may be made. Any claim that a breach of such representations did occur shall be dealt with in accordance with the indemnification provisions of Article 5. (b) The Buyer will give representatives shall provide to the Sellers Representative, for his review, copies of Seller reasonable access to all working papers of the Buyer and its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representativesnominee resulting from, at no cost to Selleror used in connection with, in the preparation of the Final Adjustment Statement. Seller will give Closing Balance Sheet as contemplated in this Article 2, and shall permit representatives of the Seller to be present during its preparation of the Closing Balance Sheet. Subject to Section 2.6, a final version of the Closing Balance Sheet resulting from such review shall be delivered to the Sellers Representative within 125 days of the month end following Closing Date. A draft of the Closing Balance Sheet (the “Draft Closing Balance Sheet”) shall be delivered to the Sellers Representative at least 15 days prior to the delivery of the final Closing Balance Sheet and the Buyer reasonable access shall, or shall cause its nominee to, meet with the Sellers Representative and the accountants of the Seller forthwith thereafter to its premises and review the Draft Closing Balance Sheet as soon as possible within such 15-day period. For greater certainty, it is acknowledged that the failure of the Sellers Representative or the accountants of the Seller to its books and records for purposes object to any item in the Closing Balance Sheet shall not prevent the Seller from raising objections thereto (i) in the event that the Buyer seeks indemnification pursuant to the provisions of reviewing Article 5 hereof on the calculation basis of a breach of the representations made in Section 3.1.11(b); or (ii) in connection with any adjustment to the Base Purchase Price Adjustments reflected in the Final Adjustment Statement and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers to Seller notice, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein. If the Final Adjustment Statement has not become final and binding by the sixtieth (60th) day following its receipt by Buyer, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice to final and binding arbitration in accordance with the Arbitration Procedures. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected therein. Within three (3) Business Days after the Final Adjustment Statement becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, Seller or Buyer, as appropriate, shall pay to the other Party the amount, if any, by which the actual Purchase Price Adjustments shown in the Final Adjustment Statement, are less than or exceed the sum of the Initial Adjustment Amount and the Initial Other Amounts, together with interest thereon from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreement2.4.

Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) day after the Closing Date, Seller shall present Buyer Buyers with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary (and as may be reasonably requested by Buyers) to support the same Net Cash Flow shown therein (the “Final Adjustment Statement”). Buyer Buyers will give personnel, accountants and representatives of Seller reasonable access to its Buyers’ premises and to its books and records to the extent relating to the Assets for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer Buyers to assist Seller and Seller’s personnel, accountants and representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement; provided, however, that Buyers shall not be required to provide such access (or assistance with respect thereto) to the extent related to information concerning Buyers that is not publicly available unless and until the Parties have executed an amendment to the Confidentiality Agreement (or other agreement), in form and substance reasonably satisfactory to Buyers, providing that any such non-publicly available information to which Seller (or any employee, contractor, accountant or other representative thereof) is given access shall be confidential and shall not be disclosed or otherwise used except in furtherance of the transactions contemplated by this Agreement, and except as may be required pursuant to applicable Law. Seller will give personnel, accountants and representatives of Buyer Buyers reasonable access to its Seller’s premises and to its books and records to the extent relating to the Assets for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement Net Cash Flow and will cause appropriate personnel of Seller to assist Buyer Buyers and its Buyers’ personnel, accountants and representatives, at no cost to BuyerBuyers, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer Buyers as to the Net Cash Flow and(subject, without limiting Buyer’s rights pursuant however, to Section 3.5, the other Purchase Price Adjustments reflected therein, Article 12) thirty (30) days following the date the Final Adjustment Statement is received by BuyerBuyers, except to the extent that prior to the expiration of such thirty (30) -day period Buyer delivers Buyers shall deliver to Seller noticeone or more notices, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice notices shall be in writing and set forth all of Buyer’s Buyers’ disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s Buyers’ proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. Any disagreements with or changes to the Final Adjustment Statement not included in such notices shall be waived by Buyers. If Buyer has Buyers have timely delivered such a notice one or more notices of disagreement to SellerSeller in the manner required above, then, upon written agreement between Buyer Buyers and Seller resolving all disagreements of Buyer Buyers set forth in such noticenotices, the Final Adjustment Statement (including any revisions thereto as are so agreed) will become final and binding upon Buyer on Buyers and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinFlow. If the Final Adjustment Statement has not become final and binding by the sixtieth one hundred fiftieth (60th150th) day following its receipt by Buyerthe Closing Date, then Buyer Buyers or Seller may submit any unresolved disagreements of Buyer Buyers set forth in the aforesaid notices to the Houston office of PricewaterhouseCoopers, LLP or, if such notice firm is not able or willing to serve, a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Seller and Buyers, or, if Buyers and Seller are unable to agree upon a firm within ten (10) days after being notified of Pricewaterhouse Coopers, LLP’s inability or unwillingness to serve, a firm selected by the Houston, Texas office of the American Arbitration Association (the “Accounting Arbitrator”) for final and binding determination. The fees and expenses of the Accounting Arbitrator in making such determination shall be shared fifty percent (50%) by Buyers and fifty percent (50%) by Seller. The Accounting Arbitrator shall conduct the arbitration proceedings in Fort Worth, Texas in accordance with the Commercial Arbitration ProceduresRules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 3.5. Upon resolution of such unresolved disagreements of BuyerBuyers, the Final Adjustment Statement (including any revisions thereto as are so resolved or agreed), shall be conclusive, final and binding upon Buyer on Buyers and Seller as to the Net Cash Flow and, without limiting BuyerFlow. The Accounting Arbitrator’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected therein. Within three determination shall be made within forty-five (345) Business Days days after submission of the Final Adjustment Statement becomes matters in dispute and shall be final and binding as on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Net Cash Flow andPurchase Price, without limiting Buyer’s rights pursuant to the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price by more than the increase proposed by Seller nor decrease the Purchase Price by more than the decrease proposed by Buyers, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price adjustments submitted by any Party and may not award damages, interest (except as expressly provided for in this Section 3.5), the or penalties to any Party with respect to any matter. Seller and Buyers shall each bear their own legal fees and other Purchase Price Adjustments reflected therein, Seller or Buyer, as appropriate, shall pay costs of presenting their case to the other Party Accounting Arbitrator. If the amount, if any, by which the actual Purchase Price Adjustments shown in the Final Adjustment Statement, are less than or exceed the sum of the Initial Adjustment Amount and the Initial Other Amounts, together with interest thereon from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account final amount of Net Cash Flow that have been paid by is more or less than the Initial Adjustment Amount, the Adjusted Purchase Price shall be redetermined under Section 3.1 using such final amount of Net Cash Flow. If such redetermination under Section 3.1 results in a reduction in the Adjusted Purchase Price, Seller to Buyer pursuant to shall pay Buyers the Transition Agreement.amount of such reduction. If such redetermination results in an increase in the Adjusted Purchase Price, Buyers shall pay Seller the amount of such increase. Within three

Post-Closing Review. After the Closing, Seller Sellers shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) sixtieth day after the Closing Date, Seller Sellers shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same Net Cash Flow shown therein (the “"Final Adjustment Statement”"). Buyer will give representatives of Seller Sellers reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller Sellers and Seller’s Sellers' representatives, at no cost to SellerSellers, in the preparation of the Final Adjustment Statement. Seller Sellers will give representatives of Buyer reasonable access to its their premises and to its their books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement Net Cash Flow and will cause appropriate personnel of Seller Sellers to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller Sellers and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty ninety (3090) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty ninety (3090) day period Buyer delivers shall deliver to Seller notice, as hereinafter required, Sellers notice of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to SellerSellers, then, upon written agreement between Buyer and Seller Sellers resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller Sellers as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected thereinFlow. If the Final Adjustment Statement has not become final and binding by the sixtieth one-hundred twentieth (60th120th) day following its receipt by Buyer, then Buyer or Seller Sellers may submit any unresolved disagreements of Buyer set forth in such notice to final and binding arbitration in accordance with the Arbitration Procedures. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller Sellers as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected thereinFlow. Within three (3) Business Days business days after the Final Adjustment Statement becomes final and binding as to the Net Cash Flow andbinding, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, Seller Sellers or Buyer, as appropriate, shall pay to the other Party party the amount, if any, by which the actual Purchase Price Adjustments Net Cash Flow as shown in the Final Adjustment Statement, are Statement is less than or exceed the sum of exceeds the Initial Adjustment Amount and the Initial Other AmountsAmount, together with interest thereon from the Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contrary, Seller shall not be liable to pay to Buyer pursuant to this Section 3.4 any amounts on account of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreement.

Post-Closing Review. After Following the Closing, Closing Seller shall cooperate with Buyer’s review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition Pre-Closing Statement and, without limiting the generality of Adjusted Purchase Price the foregoing, shall provide Buyer with any and the actual Net Cash Flowall Books and Records and other information requested by Buyer or otherwise necessary therefor. On If Buyer has any objections or prior adjustments to the ninetieth Pre-Closing Statement (90thor any information or calculation therein) day or believes there is any Post-Closing Cash Shortfall, Buyer shall deliver to Seller a written statement describing its objections and adjustments and its calculation of the Post-Closing Cash Shortfall in reasonable detail within ninety (90) calendar days after the Closing Date, and Buyer and Seller shall present use their reasonable good faith efforts to resolve all such disputed items and confirm the amount of any Post-Closing Cash Shortfall within fifteen (15) calendar days thereof. If Buyer with and Seller cannot reach a statement final written resolution of all of the actual Purchase Price Adjustments contemplated disputed items within such period, then the unresolved disputed items will be submitted to the office of an impartial nationally recognized firm of independent certified public accountants, to be selected by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same (the “Final Adjustment Statement”). Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel mutual agreement of Buyer to assist Seller and Seller’s representatives, at no cost for the sole purpose of resolving the disputed items under this Section 2.03(a), who will be required to Seller, in render a determination regarding the preparation of the Final Adjustment Statement. Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, disputed items within thirty (30) calendar days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers to Seller notice, as hereinafter required, of its disagreement with the contents after referral of the Final Adjustment Statement. Such notice matter, which determination shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final conclusive and binding upon Buyer all parties hereto absent manifest error. The fees and Seller expenses of the independent accountant will be borne in the same proportion as the aggregate dollar amount of the disputed items that are unsuccessfully disputed by each party (as finally determined by the independent accountant) in relation to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, aggregate dollar amount of all of the disputed items submitted. The parties shall each cooperate with each other Purchase Price Adjustments reflected therein. If and the Final Adjustment Statement has not become final independent accountant and binding by the sixtieth (60th) day following its receipt by Buyer, then Buyer or Seller may submit any unresolved disagreements of Buyer set forth in such notice to final make available at reasonable times their respective Books and binding arbitration in accordance with the Arbitration Procedures. Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final Records and binding upon Buyer and Seller as other information pertaining to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected therein. Within three (3) Business Days after the Final Adjustment Pre-Closing Statement becomes final and binding as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, Seller or Buyer, as appropriate, shall pay to the other Party the amount, if any, by which the actual Purchase Price Adjustments shown in the Final Adjustment Statement, are less than or exceed the sum of the Initial Adjustment Amount and the Initial Other Amountsdisputed items until the dispute process contained in this Section 2.03(b) is finally resolved. The Estimated Working Capital, together with interest thereon from the Estimated Funded Indebtedness, Estimated Company Transaction Expenses, and Post-Closing Date until paid at the Agreed Rate. Notwithstanding anything herein contained to the contraryCash Shortfall, Seller shall not be liable to pay to Buyer each as revised pursuant to this Section 3.4 2.03(b) (respectively, the “Confirmed Working Capital,” the “Confirmed Funded Indebtedness,” the “Confirmed Company Transaction Expenses,” and “Confirmed Cash Shortfall”), shall be final, binding, and conclusive upon the parties hereto; provided, however, that the resolution of any amounts on account disputes in accordance with this Section 2.03(b) is for such purpose only and will not waive or otherwise limit any representation, warranty, covenant, or agreement herein, or in any other Acquisition Document, nor preclude any remedy or other right herein, or in any other Acquisition Document, for any breach of Net Cash Flow that have been paid by Seller to Buyer pursuant to the Transition Agreementany representation, warranty, covenant, or agreement herein, or in any other Acquisition Document.