Common use of Calculations, Reporting and Payments Clause in Contracts

Calculations, Reporting and Payments. PURCHASER ACKNOWLEDGES AND AGREES THAT CLAIMS OR PROCEEDINGS AGAINST SELLERS OR TO WHICH ANY SELLER IS OR MAY BECOME A PARTY BEFORE, ON, OR AFTER THE CLOSING MAY HAVE AN EFFECT ON THE CALCULATION OF, AND LIABILITY WITH RESPECT TO, TAXES, ROYALTIES, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME RELATING TO THE ASSETS AND THE ASSUMED OBLIGATIONS AND THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. NOTWITHSTANDING THAT SELLERS HAVE RETAINED ANY LIABILITY OR RESPONSIBILITY UNDER THIS AGREEMENT FOR THE PAYMENT OF ANY DAMAGES, LOSSES OR CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, AND OTHER LIABILITIES OF SELLERS HEREUNDER SHALL NOT INCLUDE, AND PURCHASER HEREBY EXPRESSLY RELEASES THE MEMBERS OF THE SELLER GROUP FROM, ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO ANY EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH CLAIMS OR PROCEEDINGS MAY HAVE ON THE CALCULATION OF TAXES, ROYALTIES, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME OR THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. FOR THE AVOIDANCE OF DOUBT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER CANNOT RELY ON OR FORM ANY CONCLUSIONS FROM SELLERS’ METHODOLOGIES FOR (I) THE CALCULATION AND REPORTING OF PRODUCTION AND ROYALTIES ATTRIBUTABLE TO PRODUCTION PRIOR TO THE EFFECTIVE TIME AND (II) THE DETERMINATION AND REPORTING OF ASSET TAXES THAT WERE UTILIZED FOR ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING PRIOR TO THE CLOSING DATE FOR PURPOSES OF CALCULATING AND REPORTING ASSET TAXES ATTRIBUTABLE TO ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING AFTER THE CLOSING DATE, IT BEING UNDERSTOOD THAT PURCHASER MUST MAKE ITS OWN DETERMINATION AS TO THE PROPER METHODOLOGIES THAT CAN OR SHOULD BE USED FOR ANY SUCH LATER REPORTING.

Calculations, Reporting and Payments. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS AND WITHOUT ABROGATING ANY EXPRESS RIGHTS OR REMEDIES PURCHASER MAY HAVE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, (A) PURCHASER ACKNOWLEDGES AND AGREES THAT CLAIMS OR PROCEEDINGS AGAINST SELLERS SELLER OR COMPANY GROUP OR TO WHICH SELLER OR ANY SELLER MEMBER OF THE COMPANY GROUP IS OR MAY BECOME A PARTY BEFORE, ON, OR AFTER THE CLOSING MAY HAVE AN EFFECT ON THE CALCULATION OF, AND LIABILITY WITH RESPECT TO, TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME RELATING TO THE ASSETS AND THE ASSUMED OBLIGATIONS AND THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. NOTWITHSTANDING THAT SELLERS HAVE RETAINED ANY LIABILITY OR RESPONSIBILITY UNDER THIS AGREEMENT FOR THE PAYMENT OF ANY DAMAGES, LOSSES OR CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, AND OTHER LIABILITIES OF SELLERS HEREUNDER SHALL NOT INCLUDE, AND (A) PURCHASER HEREBY EXPRESSLY RELEASES THE MEMBERS OF THE SELLER GROUP FROM, FROM ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO ANY EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH CLAIMS OR PROCEEDINGS MAY HAVE ON THE CALCULATION OF TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME OR THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. ASSETS AND (A) FOR THE AVOIDANCE OF DOUBT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER CANNOT RELY ON OR FORM ANY CONCLUSIONS FROM SELLERS’ SELLER’S OR THE COMPANY GROUP’S METHODOLOGIES FOR (I) THE CALCULATION AND REPORTING OF PRODUCTION PRODUCTION, ROYALTIES, AND ROYALTIES TAXES ATTRIBUTABLE TO PRODUCTION PRIOR TO THE EFFECTIVE TIME AND (II) THE DETERMINATION AND REPORTING OF ASSET TAXES THAT WERE UTILIZED FOR ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING PRIOR TO THE CLOSING DATE FOR PURPOSES OF CALCULATING AND REPORTING ASSET TAXES ATTRIBUTABLE TO ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING AFTER THE CLOSING DATE, IT BEING UNDERSTOOD THAT PURCHASER MUST MAKE ITS OWN DETERMINATION AS TO THE PROPER METHODOLOGIES THAT CAN OR SHOULD BE USED FOR ANY SUCH LATER REPORTINGTIME.

Calculations, Reporting and Payments. PURCHASER ACKNOWLEDGES AND AGREES THAT CLAIMS OR PROCEEDINGS AGAINST SELLERS SELLERS, THE COMPANIES OR THE CAC SUBSIDIARIES OR TO WHICH ANY SELLER IS SELLERS, THE COMPANIES OR THE CAC SUBSIDIARIES ARE OR MAY BECOME A PARTY BEFORE, ON, OR AFTER THE CLOSING MAY HAVE AN EFFECT ON THE CALCULATION OF, AND LIABILITY WITH RESPECT TO, TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER PURCHASER, THE COMPANIES AND THE CAC SUBSIDIARIES ARISING AFTER THE EFFECTIVE TIME RELATING TO THE ASSETS AND ACQUIRED ASSETS, THE ASSUMED OBLIGATIONS LIABILITIES AND THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ACQUIRED ASSETS. NOTWITHSTANDING THAT SELLERS HAVE RETAINED ANY LIABILITY OR RESPONSIBILITY UNDER THIS AGREEMENT FOR THE PAYMENT OF ANY DAMAGES, LOSSES OR CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, AND OTHER THE LIABILITIES OF RETAINED BY SELLERS HEREUNDER SHALL NOT INCLUDE, AND PURCHASER HEREBY EXPRESSLY RELEASES THE MEMBERS OF THE INDEMNIFIED SELLER GROUP PARTIES FROM, ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO ANY EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH CLAIMS OR PROCEEDINGS MAY HAVE ON THE CALCULATION OF TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER THE COMPANIES OR THE CAC SUBSIDIARIES ARISING AFTER THE EFFECTIVE TIME OR THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETSACQUIRED ASSETS AFTER THE EFFECTIVE TIME. FOR THE AVOIDANCE OF DOUBT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER CANNOT RELY ON OR FORM ANY CONCLUSIONS FROM THE METHODOLOGIES USED BY SELLERS’ METHODOLOGIES , THE COMPANIES OR THE CAC SUBSIDIARIES FOR (I) THE CALCULATION AND REPORTING OF PRODUCTION PRODUCTION, ROYALTIES, AND ROYALTIES ATTRIBUTABLE TO PRODUCTION PRIOR TO THE EFFECTIVE TIME AND (II) THE DETERMINATION AND REPORTING OF ASSET TAXES THAT WERE UTILIZED FOR ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING PRIOR TO THE CLOSING DATE FOR PURPOSES OF CALCULATING AND REPORTING ASSET TAXES ATTRIBUTABLE TO ANY TAX PERIOD PRODUCTION. [Signature Pages Follow.] The Parties have executed this Agreement as of the Execution Date. PURCHASER: DIVERSIFIED GAS & OIL CORPORATION By: /s/ Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx. Chief Executive Officer SELLERS: CARBON ENERGY CORPORATION By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, Chief Executive Officer NYTIS EXPLORATION (OR PORTION THEREOFUSA) BEGINNING AFTER THE CLOSING DATEINC. By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, IT BEING UNDERSTOOD THAT PURCHASER MUST MAKE ITS OWN DETERMINATION AS TO THE PROPER METHODOLOGIES THAT CAN OR SHOULD BE USED FOR ANY SUCH LATER REPORTING.President & Chief Executive Officer COMPANIES: NYTIS EXPLORATION COMPANY LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, Chief Executive Officer CARBON APPALACHIAN COMPANY, LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, President Membership Interest Purchase And Sale Agreement CAC SUBSIDIARIES: CARBON TENNESSEE MINING COMPANY, LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, President CARBON APPALACHIA GROUP, LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, President CARBON APPALACHIA ENTERPRISES, LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, President APPALACHIA GAS SERVICES COMPANY, LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, President COALFIELD PIPELINE COMPANY By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx, President & Chief Executive Officer XXXX ENERGY, LLC By: Carbon Appalachia Enterprises, LLC, its sole Member By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx President Membership Interest Purchase And Sale Agreement CARBON WEST VIRGINIA COMPANY LLC By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx President CRANBERRY PIPELINE CORPORATION By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx President Membership Interest Purchase And Sale Agreement Appendix A Defined Terms As used in the Agreement, the following terms have the meanings indicated:

Calculations, Reporting and Payments. THE PURCHASER ACKNOWLEDGES PARTIES ACKNOWLEDGE AND AGREES AGREE THAT CLAIMS OR PROCEEDINGS AGAINST SELLERS SELLER OR TO WHICH ANY SELLER IS OR MAY BECOME A PARTY BEFORE, ON, OR AFTER THE CLOSING MAY HAVE AN EFFECT ON THE CALCULATION OF, AND LIABILITY WITH RESPECT TO, TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF PURCHASER ARISING AFTER THE EFFECTIVE TIME RELATING TO THE ASSETS AND THE ASSUMED OBLIGATIONS AND THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. NOTWITHSTANDING THAT SELLERS HAVE SELLER HAS RETAINED ANY LIABILITY OR RESPONSIBILITY UNDER THIS AGREEMENT FOR THE PAYMENT OF ANY DAMAGES, LOSSES LOSSES, OR CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, THE RETAINED LIABILITIES AND OTHER LIABILITIES OF SELLERS SELLER HEREUNDER SHALL NOT INCLUDE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY RELEASES RELEASE THE MEMBERS OF THE SELLER GROUP FROM, ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO ANY EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH CLAIMS OR PROCEEDINGS MAY HAVE ON THE CALCULATION OF TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF THE PURCHASER PARTIES ARISING AFTER THE EFFECTIVE TIME OR THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE ASSETS. FOR THE AVOIDANCE OF DOUBT, THE PURCHASER ACKNOWLEDGES PARTIES ACKNOWLEDGE AND AGREES THAT THE PURCHASER PARTIES CANNOT RELY ON OR FORM ANY CONCLUSIONS FROM SELLERS’ SELLER’S METHODOLOGIES FOR (I) THE CALCULATION AND REPORTING OF PRODUCTION PRODUCTION, ROYALTIES, AND ROYALTIES TAXES ATTRIBUTABLE TO PRODUCTION PRIOR TO THE EFFECTIVE TIME AND (II) THE DETERMINATION AND REPORTING OF ASSET TAXES THAT WERE UTILIZED FOR ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING PRIOR TO THE CLOSING DATE FOR PURPOSES OF CALCULATING AND REPORTING ASSET TAXES ATTRIBUTABLE TO ANY TAX PERIOD (OR PORTION THEREOF) BEGINNING AFTER THE CLOSING DATE, IT BEING UNDERSTOOD THAT PURCHASER MUST MAKE ITS OWN DETERMINATION AS TO THE PROPER METHODOLOGIES THAT CAN OR SHOULD BE USED FOR ANY SUCH LATER REPORTINGTIME.