Closing Settlement Statement Sample Clauses

Closing Settlement Statement. Defined in Section 8.04(c).

Closing Settlement Statement. At least three (3) Business Days prior to Closing, Seller shall provide Buyer with a closing settlement statement covering all adjustments, without duplication, to the Cash Portion of the Purchase Price to be made at Closing under this Agreement and any other amounts that the Parties mutually agree in writing (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, Seller shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to take into account actual numbers in connection with the Post-Closing Statement described in Section 10.4 below. In preparing the Closing Settlement Statement Seller shall have no obligation to make an accrual for revenues not received as of Closing. After review of the Closing Settlement Statement and at least one (1) Business Day prior to Closing, the Parties shall execute the Closing Settlement Statement.

Closing Settlement Statement. A counterpart of the closing settlement statement prepared by the Title Company which conforms to Buyer’s closing statement;

Closing Settlement Statement. At least three (3) business days prior to Closing, Seller will provide to Buyer a closing settlement statement (the “Closing Settlement Statement”) covering, but not limited to, severance taxes, crude oil inventories above the pipeline connection, purchase price adjustments, gas imbalance adjustments, state and local sales taxes, suspense amounts tendered to Buyer, and other applicable adjustments credited to Seller or Buyer as of the Effective Time. The oil inventory value at the Effective Time shall be determined as provided for in Section 9.1. Where actual information is unavailable, Seller shall use estimates in the Closing Settlement Statement based on best available information, and Seller shall incorporate any corrections to such estimates based on actual information in any final settlement statement.

Closing Settlement Statement. Buyer and Seller shall agree upon a “Closing Settlement Statement” that shall include adjustments to the Purchase Price that are known as of the Closing Date, as follows:

Closing Settlement Statement. At least three (3) Business Days prior to Closing, Seller shall provide Buyer with a closing settlement statement covering (a) all adjustments, without duplication, to the Base Purchase Price to be made at Closing under this Agreement, as well as (b) the reimbursement by Buyer to Seller of all costs of Seller for the acquisition of any additional interests in oil, gas, and/or mineral leases, mineral fee interests, reversionary interests, carried interests, other fee interests, royalty interests, overriding royalty interests, net profits interests or other leasehold interests attributable to the Interests after the Effective Time not otherwise included in the Base Purchase Price (which costs Buyer hereby agrees to reimburse Seller for) (and which interests shall be deemed part of the Assets conveyed to Buyer hereunder, and subject to the same adjustments described in clause (a) above), and any other amounts that the Parties mutually agree in writing (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, Seller shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to take into account actual numbers in connection with the Post-Closing Settlement Statement described in Section 11.3 below. In preparing the Closing Settlement Statement Seller shall have no obligation to make an accrual for revenues not received as of Closing. After review of the Closing Settlement Statement and at least one (1) Business Day prior to Closing, the Parties shall execute the Closing Settlement Statement.

Closing Settlement Statement. Seller has prepared and delivered to Purchaser a closing settlement statement reflecting the Seller’s good faith estimates of the upward and downward adjustments to the Purchase Price determined in accordance with this section, itemizing adjustments and the calculation of such adjustments using the best information available (the “Closing Settlement Statement”). The Closing Settlement Statement reflects the precise amount of cash payment estimated by Seller to be made by Purchaser under Section 1.03 at the Closing.

Closing Settlement Statement. The Parties shall negotiate in good faith and undertake to agree with respect to the amounts due pursuant to such Post-Closing Settlement Statement no later than fifteen (15) days after EPC’s submission of its written report hereunder to Sellers (the date upon which such agreement is reached or the date of the Accounting Expert’s decision concerning any dispute shall be herein called the “Post-Closing Settlement Date”). EPC shall, within seven (7) days of the Post-Closing Settlement Date, pay to Sellers, or Sellers shall pay to EPC, as applicable, in immediately available funds the final settlement adjustment amount set forth therein. If EPC and Sellers are unable to agree with respect to the amounts due pursuant to the Post-Closing Settlement Statement within such fifteen (15) day period, then either Party may elect to have the remaining matters in dispute submitted to an independent accounting firm to which the Parties mutually agree, for review and final determination (the “Accounting Expert”). The Accounting Expert’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the EPC Purchase Price, the Accounting Expert shall not increase the EPC Purchase Price more than the increase proposed by Sellers nor decrease the EPC Purchase Price more than the decrease proposed by EPC, as applicable. The Accounting Expert shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Sellers or EPC and may not award damages or penalties to any Party with respect to any matter. Sellers and EPC shall each bear its own legal fees and other costs of presenting its case. The costs and expenses of the Accounting Expert shall be borne one-half by EPC and one-half by Sellers. Notwithstanding anything to the contrary set forth herein, there shall be no further EPC Purchase Price adjustments pursuant to Section 2.3 for any item not included in the Post-Closing Settlement Statement delivered by Sellers (or EPC’s written report, if any, delivered with respect thereto) in accordance with the provisions of this Section 8.2.

Closing Settlement Statement. XTO Energy will prepare a Closing Settlement Statement (the “Closing Settlement Statement”) in accordance with the provisions of this Agreement, including items such as Base Purchase Price, adjustments to the Base Purchase Price (if any), Performance Deposit, revenue received, costs and expenses as provided in this Agreement, Ad Valorem Taxes, severance taxes, federal excise and energy taxes, gas imbalance adjustments, and copying and recording fees, to the extent this information is available at Closing. XTO Energy will submit the Closing Settlement Statement to Buyer, together with all available records or data supporting the calculation of amounts presented, no later than three (3) business days prior to the Closing Date. The Closing Settlement Statement shall be based upon actual information available to XTO Energy at the time of preparation and upon XTO Energy’s good faith estimates and assumptions. Prior to the Closing, Buyer shall review the Closing Settlement Statement and provide written notice to XTO Energy of any comments or objections in order that the Closing Settlement Statement can be modified, if necessary, prior to the Closing. If Buyer and XTO Energy agree on any changes to the Closing Settlement Statement, then the Closing Settlement Statement shall be adjusted accordingly. If the Buyer and XTO Energy do not agree on proposed changes to the Closing Settlement Statement, then Buyer will have funds available for Closing based on the information provided for in the original Closing Settlement Statement. XTO Energy will use estimates in the Closing Settlement Statement to the extent that estimates are necessary and may correct the estimates in the Final Settlement Statement.