Common use of Closing and Post-Closing Accounting Settlements Clause in Contracts

Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 10.01. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess. (b) Within 10 business days after Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 10.01 with respect to the Prepaid Amounts (to the extent such adjustments have not already been taken into account pursuant to paragraph (a) above), and shall make any such adjustments by appropriate payments from Buyer to Seller. These adjustments and the appropriate payments from Buyer shall be determined (i) on an individual AFE-by-AFE basis and (ii) independently of adjustments provided for in Section 10.01 with respect to expenses other than those relating to Prepaid Amounts, which such other adjustments shall be made pursuant to paragraphs (c) and (d) below. (c) On or before 45 days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 10.01, shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. (d) Should any additional items which would be the subject of adjustments provided for in Section 10.01 above come to the attention of Buyer or Seller after such adjustments under paragraph (c) above are concluded, such adjustments shall be made by appropriate payments from Buyer to Seller or from Seller to Buyer. (e) Buyer shall afford seller and its representatives reasonable access to all Buyer’s books and records and other documents pertaining to the items which are or should be the subject of the adjustments provided for in Section 10.01 to enable Seller to verify all such adjustments.

Closing and Post-Closing Accounting Settlements. (a) At or before Four (4) business days prior to Closing, the parties Seller shall determineprepare and deliver to Buyer, based upon the best information then reasonably available to themSeller, a statement reflecting the amount of the adjustments expressly provided for in this Agreement, including in Section 10.013.1, Section 6.4 and Section 10.1 and Article VII. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer the Unadjusted Purchase Price shall receive a credit, for be reduced by the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer the Unadjusted Purchase Price shall pay to Seller, at Closing (in addition to amounts otherwise then owed), be increased by the amount of such excess. (b) Within 10 business days after Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 10.01 with respect to the Prepaid Amounts (to the extent such adjustments have not already been taken into account pursuant to paragraph (a) above), and shall make any such adjustments by appropriate payments from Buyer to Seller. These adjustments and the appropriate payments from Buyer shall be determined (i) on an individual AFE-by-AFE basis and (ii) independently of adjustments provided for in Section 10.01 with respect to expenses other than those relating to Prepaid Amounts, which such other adjustments shall be made pursuant to paragraphs (c) and (d) below. (c) On or before 45 one hundred twenty (120) days after ClosingClosing (“Post Close Settlement Date”), Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments expressly provided for in this Agreement, including in Section 10.013.1, Section 6.4 and Section 10.1 and Article VII, shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller, as applicable, within ten (10) days of the Post Close Settlement Date. (dc) Should any additional items which would be the subject of adjustments expressly provided for in Section 10.01 above 3.1, Section 6.4 and Section 10.1 or Article VII come to the attention of Buyer or Seller after such adjustments under paragraph (cSection 10.2(b) above are concluded, such adjustments shall be made by appropriate payments from Buyer to Seller or from Seller to Buyer. Buyer within ten (e10) Buyer shall afford seller and its representatives reasonable access to all Buyer’s books and records and other documents pertaining to the items which are or should be the subject days of the adjustments provided for in Section 10.01 to enable Seller to verify all discovery of such adjustments.