Common use of Adjustments to Base Purchase Price Clause in Contracts

Adjustments to Base Purchase Price. The Base Purchase Price shall be adjusted according to this Section 2.7. For all adjustments known or capable of reasonable estimation as of Closing, the Base Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” approved by Seller and Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be prepared by Seller and provided to Buyer at least 3 Business Days prior to Closing. The Preliminary Settlement Statement shall set forth the Base Purchase Price as adjusted as provided in this Section 2.7 using the best information available at the Closing Date (the “Closing Amount”). The Closing Amount less the Deposit shall be paid by Buyer to Seller at Closing by federal funds wire transfer to an account or accounts to be designated by Seller to Buyer in writing at least 2 Business Days prior to the Closing Date. Following Closing, any cash received by Seller applicable to post-Effective Time production of Hydrocarbons will be paid to Buyer within 30 days of receipt thereof, and any cash received by Buyer applicable to pre-Effective Time production of Hydrocarbons will be paid to Seller within 30 days after receipt thereof (other than Hydrocarbons for which an adjustment has been made pursuant to Section 2.7(a)(iv)). After Closing, final adjustments to the Base Purchase Price shall only be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 13.1, pursuant to the Title Defect Reduction Amount to be delivered pursuant to Section 4.8, pursuant to the Environmental Defect Reduction Amount to be delivered pursuant to Section 5.6, or as otherwise as expressly provided for in this Agreement.

Adjustments to Base Purchase Price. The Base (a) No later than the fifth (5th) Business Day prior to the anticipated Closing Date, Sellers’ Representative shall deliver to Nexstar a statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Sellers’ Representative’s good faith estimates of Net Working Capital, Closing Indebtedness, Project Adjustment and Company Transaction Expenses and (ii) a calculation of the Purchase Price based on such estimates. The Estimated Closing Statement shall be adjusted according prepared in accordance with Section 1.4(j). Prior to the Closing, Nexstar shall be permitted reasonable access to review the Companies’ and Sellers’ Representative’s work papers related to the preparation of the Estimated Closing Statement, and Sellers’ Representative and the Companies shall each provide Nexstar and its representatives such information and detail as they may reasonably request and reasonable access to their respective books, records, personnel, accountants and representatives used in connection with the preparation of the Estimated Closing Statement; provided, that any access provided to Nexstar pursuant to this Section 2.71.4(a) shall be (x) during regular business hours, (y) with no less than one (1) Business Day’s prior written notice to Nexstar and (z) in a manner which will not unreasonably interfere with the operation of the Business. For all adjustments known or capable Nexstar and Seller’s Representative shall negotiate in good faith any modifications to the Estimated Closing Statement proposed by Nexstar after its review of reasonable estimation as the Estimated Closing Statement. The Estimated Closing Statement and the estimate of Closing, the Base Purchase Price contained therein (the “Initial Purchase Price”), with such changes as Nexstar and Sellers’ Representative shall agree in writing, but otherwise as prepared by Sellers’ Representative, shall be adjusted final and binding on the parties for purposes of the payment to be made at Closing pursuant to a “Preliminary Settlement Statement” approved by Seller and Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be prepared by Seller and provided to Buyer at least 3 Business Days prior to Closing. The Preliminary Settlement Statement shall set forth the Base Purchase Price as adjusted as provided in this Section 2.7 using the best information available at the Closing Date (the “Closing Amount”). The Closing Amount less the Deposit shall be paid by Buyer to Seller at Closing by federal funds wire transfer to an account or accounts to be designated by Seller to Buyer in writing at least 2 Business Days prior to the Closing Date. Following Closing, any cash received by Seller applicable to post-Effective Time production of Hydrocarbons will be paid to Buyer within 30 days of receipt thereof, and any cash received by Buyer applicable to pre-Effective Time production of Hydrocarbons will be paid to Seller within 30 days after receipt thereof (other than Hydrocarbons for which an adjustment has been made pursuant to Section 2.7(a)(iv)). After Closing, final adjustments to the Base Purchase Price shall only be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 13.1, pursuant to the Title Defect Reduction Amount to be delivered pursuant to Section 4.8, pursuant to the Environmental Defect Reduction Amount to be delivered pursuant to Section 5.6, or as otherwise as expressly provided for in this Agreement1.2.

Adjustments to Base Purchase Price. The Base Purchase Price shall be adjusted according to this Section 2.7. For all adjustments known or capable of reasonable estimation as of Closing(a) Seller shall, the Base Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” approved by Seller and Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be prepared by Seller and provided to Buyer at least 3 Business Days prior to Closing. The Preliminary Settlement Statement shall set forth the Base Purchase Price as adjusted as provided in this Section 2.7 using the best information available at the Closing Date five (the “Closing Amount”). The Closing Amount less the Deposit shall be paid by Buyer to Seller at Closing by federal funds wire transfer to an account or accounts to be designated by Seller to Buyer in writing at least 2 5) Business Days prior to the Closing Date, cause to be prepared and delivered to Buyer a statement (the “Preliminary Statement”) setting forth Seller’s good faith estimate of (i) the Closing Date Net Asset Adjustment, (ii) the Closing CIP Amount and (iii) the Specified Operating Expenses and the components and calculation of such amounts. Following Prior to the Closing, any cash received Buyer may dispute in good faith in accordance with the terms of this Agreement, Seller’s estimate of the Closing Date Net Asset Adjustment, Closing CIP Amount or Specified Operating Expenses by delivering written notice of such dispute to Seller applicable to post-Effective no later than 5:00 p.m. Pacific Time production on the last Business Day before the Closing Date. The portion of Hydrocarbons will be paid to Buyer within 30 days estimate of receipt thereof, and any cash received the Closing Date Net Asset Adjustment provided in the Preliminary Statement not disputed in good faith in accordance with the terms of this Agreement by Buyer applicable to pre-Effective Time production of Hydrocarbons will be paid to Seller within 30 days after receipt thereof (other than Hydrocarbons for which an adjustment has been made pursuant to Section 2.7(a)(iv)). After Closing, final adjustments to the Base Purchase Price shall only be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 13.1, pursuant to the Title Defect Reduction Amount to be delivered pursuant to Section 4.8, pursuant to the Environmental Defect Reduction Amount to be delivered pursuant to Section 5.6, or in writing as otherwise as expressly provided for in this AgreementSection 2.04(a) is referred to herein as the “Estimated Closing Date Adjustment Amount.” The portion of estimate of the Closing CIP Amount provided in the Preliminary Statement not disputed in good faith in accordance with the terms of this Agreement by Buyer in writing as provided in this Section 2.04(a) is referred to herein as the “Estimated CIP Amount.” The portion of the estimate of the Specified Operating Expenses provided in the Preliminary Statement not disputed in good faith in accordance with the terms of this Agreement by Buyer in writing as provided in this Section 2.04(a) is referred to herein as the “Estimated Specified Operating Expenses”. In no event shall Buyer’s failure to dispute any of the items set forth on the Preliminary Statement in any way limit Buyer’s right to calculate the Closing Date Net Asset Adjustment, the Closing CIP Amount, the Specified Operating Expenses or to otherwise prepare the Adjustment Statement, including with respect to items in the Preliminary Statement that Buyer did not dispute.