Common use of Final Accounting Statement Clause in Contracts

Final Accounting Statement. On or before ninety (90) days after the completion of the transition services provided under the TOSA, Shell, on behalf of the Sellers, shall prepare and deliver to Purchaser an accounting statement (the “Final Accounting Statement”) showing the Sellers’ good faith updated determination of the Adjustments and any changes to the calculation of the Adjustments from the calculations in the Preliminary Accounting Statement. If those changes result in an increase or decrease to the Final Purchase Price, the Purchaser shall make such payment to the Sellers or the Sellers shall make a payment to the Purchaser, as the case may be. The Parties shall cooperate in a commercially reasonable manner to avoid split month accounting for revenue. To the extent reasonably required by Shell, Purchaser shall assist in the preparation of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right to audit the Final Accounting Statement. The Parties’ failure to complete the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final and binding upon the Parties and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit (an “Accounting Notice”) to the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. Purchaser shall not be entitled to dispute any Expense made by the Sellers that is materially consistent with the Sellers’ past practices. If an Accounting Notice is received by the Sellers in a timely manner, then, following any requested audit, the Final Accounting Statement (as revised in accordance with Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (90) days after (i) the date the Sellers and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision as provided in Section 6.4.

Final Accounting Statement. On or before As soon as reasonably practicable, but in no event later than ninety (90) days after the completion of the transition services provided under the TOSAClosing Date, Shell, on behalf of the Sellers, Seller shall prepare and deliver to Purchaser an accounting Buyer a post-Closing statement setting forth a detailed final calculation of all post-Closing adjustments attributable to the Assets and the interests described in Section 11.1 (the “"Final Accounting Statement”) showing the Sellers’ good faith updated determination of the Adjustments and any changes to the calculation of the Adjustments from the calculations in the Preliminary Accounting Statement. If those changes result in an increase or decrease to the Final Purchase Price, the Purchaser shall make such payment to the Sellers or the Sellers shall make a payment to the Purchaser, as the case may be. The Parties shall cooperate in a commercially reasonable manner to avoid split month accounting for revenue"). To the extent reasonably required by ShellSeller, Purchaser Buyer shall assist in the preparation of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right to audit the Final Accounting Statement. The Parties’ failure to complete the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final and binding upon the Parties and payable As soon as reasonably practicable, but in no event later than thirty (30) days after receipt thereof by Purchaser (Buyer receives the “Final Accounting Date”) unless Purchaser gives Statement, Buyer shall deliver to Seller a written notice of its desire exception report containing any and all changes Buyer proposes to audit (an “Accounting Notice”) be made to the Sellers prior to such dateFinal Accounting Statement. Time is of the essence with respect Buyer's proposed changes to the Final Accounting Notice. Any Accounting Notice that sets out a disagreement Statement contained in the written exception report shall specify in detail the dollar amount, nature be final and basis of any disagreement so asserted. Purchaser Buyer shall not be entitled allowed to dispute make any Expense made by the Sellers that is materially consistent with the Sellers’ past practicesamendments or modifications thereto. If Buyer fails to deliver such an Accounting Notice is received by the Sellers in a timely manner, then, following any requested auditexception report to Seller within that period, the Final Accounting Statement (as revised in accordance with Section 6.4) delivered by Seller shall become final be deemed to be true and correct and binding on the Parties and any amounts due shall be payable non-appealable by the earlier of ninety all Parties. As soon as reasonably practicable, but in no event later than fifteen (9015) days after Seller receives Buyer's exception report, the Parties shall meet and undertake to agree on the final post-Closing adjustments. If the Parties fail to agree on the final post-Closing adjustments within such fifteen (i15) day period, the date disputed items shall be resolved by submitting the Sellers and Purchaser agree in writing with respect same to all matters as to which there is a disagreement or the accounting firm KPMG LLP (iithe "Accounting Referee"). The Accounting Referee shall resolve the dispute(s) regarding the date on which Final Accounting Settlement within thirty (30) days after having the relevant materials submitted for review. The decision of the Accounting Referee issues its shall be binding and non-appealable by the Parties. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller. The date upon which all amounts associated with the Final Accounting Statement are established, whether by agreement of the Parties or by decision of the Accounting Referee, shall be herein called the "Final Settlement Date." Any amounts owed by either Party to the other as provided in Section 6.4a result of such final post-Closing adjustments shall be paid within five (5) Business Days after the Final Settlement Date.

Final Accounting Statement. On or before ninety Within one hundred eighty (90180) days after the completion of the transition services provided under the TOSAClosing Date, Shell, on behalf of the Sellers, Buyer shall prepare and deliver to Purchaser an a final accounting statement (the “Final Accounting Statement”) showing for its adjustments to the Sellers’ good faith updated determination of the Adjustments Purchase Price provided for in Section 2.4 and any changes other adjustments arising pursuant to this Agreement. Buyer shall submit the Final Accounting Statement to Seller, along with copies of third party vendor invoices in excess of $10,000.00, or other evidence of expenses agreed to by Buyer and Seller, and Seller shall have thirty (30) days to review same and confirm the accuracy thereof. Upon agreement by Buyer and Seller as to the calculation accuracy of said Final Accounting Statement, or upon the Adjustments from expiration of said thirty (30) day period, whichever occurs first, Seller or Buyer, whichever the calculations case may be, shall promptly pay to the other such sum as may be found due, after making adjustments for any payments made at Closing in accordance with the Preliminary Accounting Closing Statement. If those changes result Buyer and Seller are unable to agree to all adjustments respecting the Final Accounting Statement within thirty (30) days after Seller’s receipt of the Final Accounting Statement submitted by Buyer, adjustments which are not in an increase dispute shall be made between Buyer or decrease Seller at the expiration of such 30-day period, and as to the adjustments which remain in dispute, Buyer and Seller shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Buyer and Seller are unable to agree to such final adjustments within ninety (90) days after Buyer provides the Final Purchase PriceAccounting Statement to Seller, either Party may submit such disagreement to arbitration as provided in Article X. The costs and expenses of the arbitration shall be shared equally by Seller and Buyer. Within five (5) days after the decision of the arbitrator, the Purchaser shall make such payment to the Sellers Buyer or the Sellers shall make a payment to the PurchaserSeller, as the case may be. The Parties , shall cooperate in promptly make a commercially reasonable manner cash payment to avoid split month accounting for revenue. To the extent reasonably required by Shell, Purchaser shall assist in other equal to the preparation of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right sum as may be found to audit be due as the Final Accounting Statement. The Parties’ failure Nothing in this Section shall limit any right of either Party to complete assert a claim for revenues or reimbursement after the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final Statement, and binding upon the Parties and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit (an “Accounting Notice”) to the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. Purchaser shall not be entitled to dispute any Expense made by the Sellers that is materially consistent with the Sellers’ past practices. If an Accounting Notice is received by the Sellers in a timely manner, then, following any requested audit, the Final Accounting Statement (as revised in accordance with Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (90) days after this regard (i) should any Party receive revenues to which the other is entitled, such Party shall pay over such revenues to the appropriate Party within 30 days of receipt thereof, and (ii) should any Party pay for costs or expenses for which the other Party is responsible, such Party shall be reimbursed by the other Party within 30 days of the date the Sellers responsible Party receives an invoice for such costs and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision as provided in Section 6.4expenses.

Final Accounting Statement. On or before Within ninety (90) days after the completion date of the transition services provided under the TOSAClosing, Shell, on behalf of the Sellers, Seller shall prepare and deliver to Purchaser an a final accounting statement (the “"Final Accounting Statement”") showing for the Sellers’ good faith updated determination of adjustments to the Adjustments Purchase Price provided for in Section 2.3 and any changes other adjustments arising pursuant to this Agreement. Seller shall submit the Final Accounting Statement to Buyer, along with copies of third-party vendor invoices in excess of $2,500.00, or other evidence of expenses agreed to by Seller and Buyer; and Buyer shall have ten (10) days to review same and confirm the accuracy thereof. Upon agreement by Seller and Buyer as to the calculation accuracy of said Final Accounting Statement, or upon the Adjustments from expiration of said ten (10) day period, whichever occurs first, Buyer or Seller, whichever the calculations case may be, shall promptly pay to the other such sum as may be found due, after making adjustments for any payments made at Closing in accordance with the Preliminary Accounting Closing Statement. If those changes result Seller and Buyer are unable to agree to all adjustments respecting the Final Accounting Statement within ten (10) days after Buyer's receipt of the Final Accounting Statement submitted by Seller, adjustments which are not in an increase dispute shall be made between Seller or decrease Buyer at the expiration of such 10-day period, and as to the adjustments which remain in dispute, Seller and Buyer shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Seller and Buyer are unable to agree to such final adjustments within thirty (30) days after Seller provides the Final Purchase PriceAccounting Statement to Buyer, either party may submit such disagreement to arbitration as provided in Sections 7.6 and 7.7; provided that, in such instance, the Purchaser arbitrator shall make such payment to be a regional independent accounting firm selected by mutual agreement of the Sellers parties. The costs and expenses of the arbitration shall be borne equally by the parties. Within five (5) days after the decision of the arbitrator, the Seller or the Sellers shall make a payment to the PurchaserBuyer, as the case may be. The Parties , shall cooperate in promptly make a commercially reasonable manner cash payment to avoid split month accounting for revenue. To the extent reasonably required by Shell, Purchaser shall assist in other equal to the preparation of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right sum as may be found to audit be due as the Final Accounting Statement. The Parties’ failure Nothing in this Section shall limit any right of either party to complete assert a claim for revenues or reimbursement after the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final Statement, and binding upon the Parties and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit (an “Accounting Notice”) to the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. Purchaser shall not be entitled to dispute any Expense made by the Sellers that is materially consistent with the Sellers’ past practices. If an Accounting Notice is received by the Sellers in a timely manner, then, following any requested audit, the Final Accounting Statement (as revised in accordance with Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (90) days after this regard (i) should any party receive revenues to which the other is entitled, such party shall pay over such revenues to the appropriate party within 30 days of receipt thereof, and (ii) should any party pay for costs or expenses for which the other party is responsible, such party shall reimburse the other party within 30 days of the date the Sellers responsible party receives an invoice for such costs and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision as provided in Section 6.4expenses.

Final Accounting Statement. On or before ninety Within one hundred eighty (90180) days after the completion date of the transition services provided under the TOSAClosing, Shell, on behalf of the Sellers, Seller shall prepare and deliver to Purchaser an a final accounting statement (the “Final Accounting Statement”) showing for the Sellers’ good faith updated determination adjustments to the Purchase Price provided for in Section 2.3 and any other adjustments arising pursuant to this Agreement. Seller, to the extent provided by Operator of the Adjustments Assets, shall submit the Final Accounting Statement to Buyer, along with copies of third party vendor invoices in excess of $50,000.00 and/or any other detail requested by Buyer, or other evidence of expenses agreed to by Buyer and any changes Seller, and Buyer shall have sixty (60) days to review same and confirm the accuracy thereof. Upon agreement by Buyer and Seller as to the calculation accuracy of said Final Accounting Statement, or upon the Adjustments from expiration of said sixty (60) day period, whichever occurs first, Seller or Buyer, whichever the calculations case may be, shall promptly pay to the other such sum as may be found due, after making adjustments for any payments made at Closing in accordance with the Preliminary Accounting Closing Statement. If those changes result Buyer and Seller are unable to agree to all adjustments respecting the Final Accounting Statement within sixty (60) days after Buyer’s receipt of the Final Accounting Statement submitted by Seller, adjustments which are not in an increase dispute shall be made between Buyer or decrease Seller at the expiration of such 60-day period, and as to the adjustments which remain in dispute, Buyer and Seller shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Buyer and Seller are unable to agree to such final adjustments within ninety (90) days after Seller provides the Final Purchase PriceAccounting Statement to Buyer, either party may submit such disagreement to arbitration as provided in Section 14. The costs and expenses of the arbitration shall be shared equally by Seller and Buyer. Within five (5) days after the decision of the arbitrator, the Purchaser shall make such payment to the Sellers Buyer or the Sellers shall make a payment to the PurchaserSeller, as the case may be. The Parties , shall cooperate in promptly make a commercially reasonable manner cash payment to avoid split month accounting for revenue. To the extent reasonably required by Shell, Purchaser shall assist in other equal to the preparation of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right sum as may be found to audit be due as the Final Accounting Statement. The Parties’ failure Nothing in this Section shall limit any right of either party to complete assert a claim for revenues or reimbursement after the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final Statement, and binding upon the Parties and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Date”) unless Purchaser gives written notice of its desire to audit (an “Accounting Notice”) to the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. Purchaser shall not be entitled to dispute any Expense made by the Sellers that is materially consistent with the Sellers’ past practices. If an Accounting Notice is received by the Sellers in a timely manner, then, following any requested audit, the Final Accounting Statement (as revised in accordance with Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (90) days after this regard (i) should any party receive revenues to which the other is entitled, such party shall pay over such revenues to the appropriate party within 30 days of receipt thereof, and (ii) should any party pay for costs or expenses for which the other party is responsible, such party shall reimburse the other party within 30 days of the date the Sellers responsible party receives an invoice for such costs and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision as provided in Section 6.4expenses.

Final Accounting Statement. On or before As soon as reasonably practicable, but in no event later than ninety (90) days Days after Closing, Sellers shall deliver to Buyer a post-closing statement setting forth a detailed final calculation of all post-closing adjustments applicable to the periods before and after the completion of the transition services provided under the TOSA, Shell, on behalf of the Sellers, shall prepare and deliver to Purchaser an accounting statement Effective Time (the “Final Accounting Statement”). As soon as reasonably practicable, but in no event later than thirty (30) showing Days after Buyer receives the Final Accounting Statement, Buyer shall deliver to Sellers a written report containing any changes Buyer proposes to be made to such statement. If Buyer fails to deliver such report to Sellers’ good faith updated determination of , the Adjustments Final Accounting Statement delivered by Sellers shall be deemed to be true and any correct and binding on and non-appealable by the parties. As soon as reasonably practicable, but in no event later than fifteen (15) Days after Sellers receive Buyer’s proposed changes to the calculation Final Accounting Settlement, the parties shall meet and undertake to agree on the final post-closing adjustments. If the parties fail to agree on the final post-closing adjustments within such fifteen (15) Day period, the disputed items shall be resolved by submitting the same to a firm of independent nationally recognized accountants mutually acceptable to the parties (the “Accounting Referee”). The Accounting Referee shall resolve the dispute(s) regarding the Final Accounting Statement within thirty (30) Days after having the relevant materials submitted for review. The decision of the Adjustments from Accounting Referee shall be binding and non-appealable by the calculations in parties. The fees and expenses associated with the Preliminary Accounting StatementReferee shall be borne half by Buyer and half by Sellers. If those changes result in an increase The date upon which all amounts associated with the Final Accounting Statement are agreed to by the parties or decrease determined by decision of the Accounting Referee, is referred to as the “Final Settlement Date.” Any amounts owed by either party to the Final Purchase Price, the Purchaser shall make such payment to the Sellers or the Sellers shall make other as a payment to the Purchaser, as the case may be. The Parties shall cooperate in a commercially reasonable manner to avoid split month accounting for revenue. To the extent reasonably required by Shell, Purchaser shall assist in the preparation result of the Final Accounting Statement in accordance with the terms of this Section 6.3. Purchaser shall have the right to audit be paid within five (5) Business Days after the Final Accounting Statement. The Parties’ failure to complete the Final Accounting Statement shall not constitute a waiver of the right to receive any amount otherwise due. The Final Accounting Statement shall become final and binding upon the Parties and payable thirty (30) days after receipt thereof by Purchaser (the “Final Accounting Settlement Date”) unless Purchaser gives written notice of its desire to audit (an “Accounting Notice”) to the Sellers prior to such date. Time is of the essence with respect to the Accounting Notice. Any Accounting Notice that sets out a disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. Purchaser shall not be entitled to dispute any Expense made by the Sellers that is materially consistent with the Sellers’ past practices. If an Accounting Notice is received by the Sellers in a timely manner, then, following any requested audit, the Final Accounting Statement (as revised in accordance with Section 6.4) shall become final and binding on the Parties and any amounts due shall be payable by the earlier of ninety (90) days after (i) the date the Sellers and Purchaser agree in writing with respect to all matters as to which there is a disagreement or (ii) the date on which the Accounting Referee issues its decision as provided in Section 6.4.