Common use of Closing Settlement Statement Clause in Contracts

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. At least No later than three (3) Business Days prior to Closing, Seller shall provide Buyer with a closing settlement statement covering (a) all the adjustments, without duplication, to the Base Purchase Price to be made at the 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 Agreement (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 Final Settlement Statement described in Section 11.3 below. In preparing the Closing Settlement Statement Statement, Seller shall have no obligation to make an accrual for revenues not received as of the Closing. After review Within two (2) Business Days after receipt of the Closing Settlement Statement and at least one (1) Business Day prior Statement, Buyer will deliver to ClosingSeller a written report containing all changes, the Parties shall execute with explanations therefor, that Buyer proposes to be made to the Closing Settlement Statement. The Parties shall in good faith attempt to agree on the Closing Settlement Statement as soon as possible after Seller’s receipt of Buyer’s written report. The Closing Settlement Statement, as agreed upon by the Parties, will be used to adjust the Base Purchase Price at the Closing; provided, that if the Parties do not agree upon an adjustment set forth in the Closing Settlement Statement, then the amount of such adjustment used to adjust the Base Purchase Price at the Closing shall be that amount set forth in the draft Closing Settlement Statement delivered by Seller to Buyer pursuant to this Section 10.3.