Common use of Final Settlement Statement Clause in Contracts

Final Settlement Statement. (a) On or before 120 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement Statement, Buyer shall return to Seller’s Representatives a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties.

Final Settlement Statement. (a) On or before 120 days after the At Closing, a final settlement statement Sellers and Buyer shall agree upon an interim Statement of Adjustments setting out, to the extent reasonably practicable, based on information reasonably available, the adjustments to the Purchase Price pursuant to this Article 10. The net amount of the interim Statement of Adjustments will be added to or deducted from the amount payable under Section 3.1 by Buyer to Sellers at Closing (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and after the Effective Time until "Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers"). As soon as practicablepracticable after Closing, but in no event later than sixty (60) days after Closing, Sellers shall prepare and deliver to Buyer, in any event within 45 accordance with this Agreement and generally accepted accounting principles, a statement ("Final Settlement Statement") setting forth each adjustment to the Closing Purchase Price determined as of the Effective Date and showing the calculation of such adjustments. Within thirty (30) days after receipt of the Final Settlement Statement, Buyer shall return have the right to Seller’s Representatives audit such Final Settlement Statement, will have access to Sellers' books and will deliver to Sellers a written report containing any proposed changes that Buyer proposes be made in good faith to resolve any questions with respect to the amounts due pursuant to such Final Settlement Statement and an explanation of any such changes to establish the final Purchase Price (the "Final Purchase Price") no later than one hundred twenty (120) days after Closing. Within five (5) days after the Final Purchase Price has been agreed upon by the Parties, the difference between the Closing Purchase Price and the reasons therefor Final Purchase Price shall be (i) paid by Buyer to Sellers, if the “Dispute Notice”)Final Purchase Price is greater than the Closing Purchase Price or (ii) paid by Sellers to Buyer, which Dispute Noticeif the Closing Purchase Price paid is greater than the Final Purchase Price, for in each case in immediately available funds with interest calculated from the avoidance Effective Date through the date of doubt, shall not challenge or address any allocation payment at the prime rate in effect as of the Adjusted Purchase Price among Closing Date as published in the Sellers that was proposed by Wall Street Journal. If the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to Parties cannot agree on the Final Settlement Statement by such date Statement, the dispute shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed resolved pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to arbitration in accordance with Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties16.8.

Final Settlement Statement. As soon as reasonably practicable after the Closing Date, but in no event later than ninety (a90) On or before 120 days after the ClosingClosing Date, Buyer shall prepare and deliver to Seller: a final settlement statement (the “Final Settlement Statement”) will be prepared accounting statement, subject to verification by Seller’s Representatives based on actual income , which sets forth, in reasonable detail, the final calculation and expenses during amount of the period from Adjusted Consideration, including the final calculation of the Working Capital and after the Effective Time until Closing and which takes into account all final other adjustments made to the Participating Purchase Price Cash Portion made in accordance with Section 2.4, and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of all other amounts as may be required by this Agreement. The For purposes of this Agreement, such final accounting statement shall be referred to as the "Final Settlement Statement shall also set forth Statement". Seller agrees to use reasonable commercial efforts to assist and cooperate with Buyer in the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt timely preparation of the Final Settlement Statement, including the calculation of the Working Capital. Buyer shall return agrees to Seller’s Representatives a written report containing any proposed changes give Seller and its authorized representatives full access to such employees, officers, and facilities and such books and records of Buyer and the Company, to the extent within Buyer's control, as is reasonably necessary to permit Seller to verify such calculations and/or review the Final Settlement Statement and an explanation of any such changes and the reasons therefor Statement. No later than thirty (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the 30) days after Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer 's receipt of the Final Settlement Statement delivered by Seller’s Representatives and from Buyer, Seller shall deliver to Buyer written notice setting forth any changes to the Final Settlement Statement as initially prepared proposed by Seller’s Representatives that are proposed or requested by . Buyer and not included in the Dispute Notice Seller shall be deemed waived, and Seller’s Representatives’ determinations with respect endeavor to all such adjustments in agree on the Final Settlement Statement that are not addressed in the Dispute Notice shall prevailwithin thirty (30) days after Buyer's receipt of Seller's proposed changes thereto. Upon delivery of a Dispute Notice, If Buyer and the Seller’s Representatives will promptly meet Seller are unable to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in agree on the Final Settlement Statement is mutually agreed upon by on or before thirty (30) days after Buyer's receipt of Seller’s Representatives 's proposed changes thereto, then Buyer and Buyer or deemed agreed pursuant to Seller shall submit all unresolved claims and amounts for arbitration in accordance with the foregoing (or determined terms of Section 12.10. If the Parties reach agreement on the Final Settlement Statement, payment by the Accounting Arbitrator pursuant Party obligated to Section 3.6), do so shall be due on the later of (a) the thirtieth (30th) day after the date on which Seller receives the Final Settlement Statement from Buyer, or (exceptb) five (5) Business Days after such agreement is reached. If Seller disputes the Final Settlement Statement in accordance with this Section 9.1, for the avoidance of doubtand such dispute is resolved by arbitration, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed payment by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), Party obligated to do so shall be final and binding due on the Partiesfifth (5th) Business Day after the arbitrators render their decision.

Final Settlement Statement. As soon as reasonably practicable after the Closing Date, but in no event later than ninety (a90) On or before 120 days after the ClosingClosing Date, Buyer shall prepare and deliver to Seller: a final settlement accounting statement, subject to verification by Seller, which sets forth, in reasonable detail, the final calculation and amount of the Adjusted Consideration, including the final calculation of the Working Capital and all other adjustments to the Cash Portion made in accordance with Section 2.4, and the actual proration of all other amounts required by this Agreement. For purposes of this Agreement, such final accounting statement (shall be referred to as the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income . Seller agrees to use reasonable commercial efforts to assist and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information Buyer in Buyer’s possession relevant to the timely preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement Statement, including the calculation of the Working Capital. Buyer shall return agrees to Sellergive Seller and its authorized representatives full access to such employees, officers, and facilities and such books and records of Buyer and the Company, to the extent within Buyer’s Representatives a written report containing any proposed changes control, as is reasonably necessary to permit Seller to verify such calculations and/or review the Final Settlement Statement and an explanation of any such changes and the reasons therefor Statement. No later than thirty (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the 30) days after Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer receipt of the Final Settlement Statement delivered by Seller’s Representatives and from Buyer, Seller shall deliver to Buyer written notice setting forth any changes to the Final Settlement Statement as initially prepared proposed by Seller’s Representatives that are proposed or requested by . Buyer and not included in the Dispute Notice Seller shall be deemed waived, and Seller’s Representatives’ determinations with respect endeavor to all such adjustments in agree on the Final Settlement Statement that are not addressed in the Dispute Notice shall prevailwithin thirty (30) days after Buyer’s receipt of Seller’s proposed changes thereto. Upon delivery of a Dispute Notice, If Buyer and the Seller’s Representatives will promptly meet Seller are unable to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in agree on the Final Settlement Statement is mutually agreed upon by on or before thirty (30) days after Buyer’s receipt of Seller’s Representatives proposed changes thereto, then Buyer and Buyer or deemed agreed pursuant to Seller shall submit all unresolved claims and amounts for arbitration in accordance with the foregoing (or determined terms of Section 12.10. If the Parties reach agreement on the Final Settlement Statement, payment by the Accounting Arbitrator pursuant Party obligated to Section 3.6), do so shall be due on the later of (a) the thirtieth (30th) day after the date on which Seller receives the Final Settlement Statement from Buyer, or (exceptb) five (5) Business Days after such agreement is reached. If Seller disputes the Final Settlement Statement in accordance with this Section 9.1, for the avoidance of doubtand such dispute is resolved by arbitration, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed payment by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), Party obligated to do so shall be final and binding due on the Partiesfifth (5th) Business Day after the arbitrators render their decision.

Final Settlement Statement. As soon as practical, but no later than sixty (a60) On or before 120 calendar days after the Closing, Seller shall prepare and deliver to Buyer a final settlement statement (setting forth, in reasonable detail, the “Final Settlement Statement”) will be proposed adjustments to the Purchase Price as set forth in Section 2.2 above, certifying that such statement has been prepared by Seller’s Representatives based on actual income in accordance with customary accounting principles used in the oil and expenses during gas industry. During the period from of sixty (60) calendar days after Buyer’s receipt of such statement, Buyer shall be permitted to review the working papers of Seller relating to such statement and after the Effective Time until Closing and which takes into account all final adjustments made documentation with respect to the Participating Purchase Price adjustments proposed thereby and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially give reasonable efforts to promptly furnish access to Seller’s Representatives all information in employees and representatives, who shall respond promptly to inquiries of Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers statement and the Xxxxxxx Represented Sellers, and, if needed, adjustments proposed thereby shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement Statement, Buyer shall return to Seller’s Representatives a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be become final and binding on the Partiesparties the sixtieth (60th) calendar day after Buyer’s receipt of such statement, unless Buyer gives Seller written notice of Buyer’s disagreement with such statement and the proposed adjustments on or prior to such date. Such written notice shall be signed by Buyer, shall state the nature of the proposed disagreement in reasonable detail and shall state the adjustments that Buyer believes are correct. If such written notice is given, the statement (as adjusted pursuant to this paragraph) shall become final and binding on the parties: (a) the date on which Buyer and Seller resolve in writing any disagreements and agree on the form of a Final Settlement Statement; or (b) the date that the disagreement is resolved in writing by X.X. Xxxxx & Associates, Inc. (“X.X. Xxxxx”), which produces a Final Settlement Statement. During the thirty (30) calendar day period following the delivery of the written notice, Buyer and Seller shall seek to resolve in good faith and by mutual agreement any disagreements. At the end of such thirty (30) day period, if Buyer and Seller have not been able to resolve such disagreements, such disagreements shall be submitted to X.X. Xxxxx for resolution. Buyer and Seller shall instruct X.X. Xxxxx that X.X. Xxxxx may only consider the disagreements then existing between Buyer and Seller with respect to the proposed adjustments and shall, to the extent possible, resolve such disagreements within thirty (30) calendar days. Either Buyer or Seller may submit to X.X. Xxxxx such written submissions as Buyer or Seller may determine to explain their position with respect to such disagreements. The costs, fees and expenses of this process shall be shared equally by Buyer and Seller. If the Final Settlement Statement reflects an amount due from Seller to Buyer, then Seller shall pay such amount to Buyer within five (5) calendar days. If the Final Settlement Statement reflects an amount due from Buyer to Seller, then Buyer shall pay such amount to Seller within five (5) calendar days.

Final Settlement Statement. As soon as practicable after the expiration of the Cure Period, but in no event later than ten (a10) On or before 120 days after the Closingexpiration of said period, Seller, with assistance from Buyer’s staff, will prepare and deliver to Buyer, in accordance with customary industry accounting practices, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income setting forth each adjustment or payment that was not finally determined as of the Closing Date and expenses during showing the period from calculation of such adjustment and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted purchase price (the “Final Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers”). As soon as practicable, and in any event within 45 days practicable after receipt of the Final Settlement Statement, but in no event later than on or before ten (10) days after receipt of Seller’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives Seller a written report containing any proposed changes that Buyer proposes to make to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s RepresentativesStatement. Buyer’s failure to deliver to Seller’s Representatives Seller a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by within such date ten (10) day period shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, no later than ten (10) days after receipt by Seller of Buyer’s Representatives and any written report detailing its proposed changes to the proposed Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed Statement. The date upon which such agreement is reached or requested upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference. Any payment by Buyer and not included in or Seller, as the Dispute Notice case may be, shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in made by wire transfer of immediately available funds within five (5) business days of the Final Settlement Statement that are not addressed Date. Any adjustments requiring additional payment by either Buyer or Seller shall also be made in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Partiessame manner.

Final Settlement Statement. As soon as reasonably practicable, but in no event later than one hundred eighty (a180) On or before 120 days Days after the Closingend of the Transition Period, Seller shall deliver to Buyer a final settlement statement setting forth the adjustments to the Purchase Price pursuant to this Article 6 and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based ). Upon request, Seller shall provide accounting support for any entry on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final HOUSTON 1139976v.13 Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellerswhich Buyer is not already in possession. As soon as reasonably practicable, and but in any no event within 45 days later than forty-five (45) Days after receipt of Buyer receives the Final Settlement Statement, Buyer shall return may deliver to Seller’s Representatives Seller a written report containing any proposed changes that Buyer proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If Buyer fails to timely deliver the written report to Seller containing changes Buyer proposes to be made to the Final Settlement Statement and an explanation of any such changes and Statement, the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed statement as delivered by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date Seller shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives correct and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties and not subject to further review, audit, arbitration or legal proceedings. If Buyer timely delivers the written report to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than thirty (30) Days after Seller receives Buyer’s written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Settlement Statement. If the Parties fail to agree on the final adjustments within the thirty (30) Day period, then either Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after receipt of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Buyer and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within thirty (30) Days after expiration of the ten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee shall be borne equally by Buyer and Seller and paid promptly upon receipt of the Accounting Referee’s invoices. Any amounts owed by one Party to the other Party as a result of the Final Settlement Statement shall be paid within fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties, are deemed correct as provided above or the Parties receive the decision of the Accounting Referee, and the amounts included in the Final Settlement Statement shall be final and binding between the Parties and not subject to further audit, arbitration or other legal proceeding. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided HOUSTON 1139976v.13 pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. (a) On or before 120 one hundred and twenty (120) days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared in good faith by Seller’s Representatives Seller based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price (the “Final Price. Buyer ”) (including all calculations related to the determination thereof) and which shall cooperate with include reasonably sufficient documentation (to the extent available to Seller or otherwise in Seller’s Representatives and use or any of its commercially reasonable efforts to promptly furnish to SellerAffiliate’s Representatives all information in Buyeror its or their respective Representative’s possession relevant or control) to preparation of the Final Settlement Statement upon written requestsupport each such adjustment and related calculation. The Final Settlement Statement shall set forth the actual proration of the amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 Not later than thirty (30) days after receipt of the Final Settlement Statement, Buyer shall return to Seller’s Representatives Seller a written report containing any proposed changes to the Final Settlement Statement and an a reasonable explanation of any such changes and the reasons therefor (based upon what Buyer actually has knowledge of at such time) (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation . In furtherance of the Adjusted Purchase Price among foregoing, Seller shall use commercially reasonable efforts to provide Buyer and its Representatives with (a) any information or data reasonably requested to the Sellers that was proposed by the extent such information or data is within Seller’s Representatives. Buyer’s failure to deliver or any of its Affiliates’ possession or control and (b) access to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by during normal business hours and as Buyer may reasonably request in connection with its review of such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed statement or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives)supporting documentation. If the final Adjusted Purchase Final Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives Seller and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6)Buyer, the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties. Any difference in the Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement and the Final Price shall be paid by the owing Party within ten (10) days of such agreement to the owed Party. All amounts paid pursuant to this Section 3.5 shall be delivered in United States currency by wire transfer of immediately available funds to the account specified in writing by the relevant Party.

Final Settlement Statement. (a) On or before 120 days As promptly as practicable after the ClosingClosing Date, but in any event not later than 90 calendar days thereafter, Buyer shall, or shall cause the Company to, prepare and submit to Seller a final settlement proposed statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during ), which shall show the period from and after final calculation of the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts , as adjusted pursuant to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of Section 2.3 (the “Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented SellersPurchase Price”). As soon as practicable, and in any event within 45 days possible after receipt of the Final Settlement Statement, but in any event within 30 calendar days after receipt thereof, Seller shall deliver to Buyer shall return to Seller’s Representatives a written report containing any proposed changes the changes, if any, that Seller proposes to be made to the Final Settlement Statement. Buyer covenants and agrees that, from the Closing Date until the Final Settlement Date, Buyer shall, or shall cause the Company to, make available for Seller at the Company’s offices such financial and other records and information relating to the Company as are necessary for Seller to create such report and agree upon the Final Purchase Price. In the event no response is made by Seller within such 30-day period, it shall be conclusively presumed that Seller concurs with the Final Settlement Statement, and such Final Settlement Statement shall be the basis for the Final Purchase Price. In the event that Seller submits a response, Seller and an explanation of any such changes Buyer shall exercise all reasonable efforts to agree upon a mutually acceptable Final Purchase Price and not later than 120 calendar days after the reasons therefor Closing Date (the “Dispute NoticeFinal Settlement Date”), which Dispute Notice, for . To the avoidance of doubt, shall extent that Buyer and Seller have not challenge or address any allocation of agreed with respect to the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure amounts due pursuant to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to this Section 2.5 before the Final Settlement Statement Date, then either Seller or Buyer may refer the issues in dispute to a mutually agreed accounting firm (an “Independent Accounting Firm”). The Independent Accounting Firm shall be instructed by Seller and Buyer to resolve the issues in dispute as soon as reasonably practicable in light of the circumstances but in no event in excess of 15 calendar days following the submission of such issues in dispute to the Independent Accounting Firm. The resolution of such issues by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), firm shall be final and binding on Seller and Buyer. The costs of such public accountants shall be borne by the Parties.Party referring the issues in dispute unless the resolution of such issues results in adjustments to the Final Settlement Statement in excess of $15,000 in favor of the Party referring the issues, in which case the other Party shall be responsible for such payment. After agreement or other determination upon a Final Purchase Price setting forth the amount by which the Adjusted Purchase Price shall be adjusted (either upward or downward) has been reached, then (a) if the Final Purchase Price is greater than the Adjusted Purchase Price, Buyer shall pay to Seller an amount equal to the difference between the Final Purchase Price and the Adjusted Purchase Price, plus accrued interest thereon at a rate of 7% per annum from and excluding the Closing Date to and including the date of such payment (calculated on the basis of a 365-day calendar year), or (b) if the Final Purchase Price is less than the Adjusted Purchase Price, Seller shall pay to Buyer an amount equal to the difference between the Adjusted Purchase Price and the Final Purchase Price, plus accrued interest thereon at a rate of 7% per annum from and excluding the Closing Date to and including the date of such payment (calculated on the basis of a 365-day calendar year) (such payment in (a) or (b), the “Final Settlement Payment”). Payment of the Final Settlement Payment shall be made within five Business Days of the Final Settlement Date or the decision by the Independent Accounting Firm by the Party owing the same by confirmed wire transfer to a bank account or accounts to be designated by notice from the receiving Party. Purchase and Sale Agreement

Final Settlement Statement. The Parties hereby amend the first sentence of Section 2.4(c) of the Purchase Agreement by replacing it with the following: “Not later than ninety (a90) On or before 120 days after following the ClosingClosing Date, Buyer shall prepare and deliver to Seller a final settlement statement statement, in substantially the form attached hereto as Exhibit F and attaching reasonable supporting schedules, working papers and all other relevant details in Buyer’s possession to enable a review thereof by Seller (the “Final Settlement Statement”) will ), setting forth Buyer’s good faith estimate of the final calculation of the Adjusted Purchase Price determined in accordance with the Accounting Principles and showing the calculation of each adjustment under Section 2.4(a), except with respect to Inventory which shall be prepared by Seller’s Representatives based on actual income separately addressed in accordance with Exhibit B, and expenses during the period from and after the Effective Time until Closing and specifically including any Seller Costs which takes into account all final adjustments made shall be a reduction to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. ; provided, however, that to the extent all Seller Costs are not reasonably ascertained and/or the testing, repairs and/or replacements or other matters relating thereto are not completed by Buyer shall cooperate with Seller’s Representatives and use and/or the Company Group Members within such ninety (90) day period despite Buyer using its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of complete such matters within such timeframe, (i) the Final Settlement Statement upon written request. The shall be bifurcated, such that the Seller Costs not yet known as of such ninety (90) day period shall be excluded from the form of Final Settlement Statement shall set forth the actual proration of amounts as may to be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicableprovided within such ninety (90) day period, and in any event within 45 days after receipt of the Final Settlement Statement, (ii) Buyer shall return prepare and deliver to Seller’s Representatives a written report containing any proposed changes to Seller the Final Settlement Statement and an explanation inclusive of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and Seller Costs not included in clause (i) above by no later than one hundred twenty (120) following the Dispute Notice shall be deemed waivedClosing Date. The Parties hereby further amend Section 2.4(c) of the Purchase Agreement by adding the following sentence to the end of Section 2.4(c): “Notwithstanding anything to the contrary herein, and Seller’s Representatives’ determinations in the event of a dispute between the Parties with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among Seller Costs, including the Sellersamount thereof, which allocation such disputed matter(s) shall not be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined resolved by the Accounting Arbitrator pursuant to Section 3.6)Firm, the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), but rather shall be final and binding on the Partiesresolved in accordance with Section 10.3.”

Final Settlement Statement. (a) On or before 120 days after the Closing, Seller shall issue a final settlement statement covering all adjustments, without duplication, to the Base Purchase Price that were not included (or otherwise were only included as an estimate) in the Closing Settlement Statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and within one hundred twenty (120) days after the Effective Time until Closing and which takes into account all final adjustments made to (the Participating Purchase Price and shows the resulting final Adjusted Purchase Price“Settlement Submission Date”). Buyer shall cooperate respond with objections and proposed corrections within thirty (30) days of the date of Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation issuance of the Final Settlement Statement upon written requestStatement. The If Buyer does not respond with objections and the support therefor to the Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation in writing within thirty (30) days of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt issuance of the Final Settlement Statement, said Final Settlement Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall return to meet within fifteen (15) days following Seller’s Representatives a written report containing any proposed changes receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen (15) day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 19.4. After approval by both Parties (or after final resolution of the same under Section 19.4), the net adjustment due pursuant to the Final Settlement Statement for the Assets conveyed shall be summarized and an explanation of a net check or invoice shall be sent to Buyer or Seller, as the case may be. Buyer or Seller, as the case may be, agrees to promptly pay any such changes and invoice within ten (10) days after receipt thereof. Notwithstanding the reasons therefor (the “Dispute Notice”)foregoing, which Dispute Noticeif any matters relating to Title Defects, for the avoidance of doubt, shall not challenge Additional Interests or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to Environmental Defects are finally determined or otherwise resolved after the Final Settlement Statement by such date has been finalized and the net adjustment has been paid, Seller shall be deemed to be issue an acceptance by Buyer updated version of the Final Settlement Statement delivered by Seller’s Representatives that reflects such final determination or resolution, and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed promptly as reasonably practicable thereafter, a net check or requested by Buyer and not included in the Dispute Notice invoice shall be deemed waived, and Seller’s Representatives’ determinations with respect sent to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubtSeller, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Partiescase may be.

Final Settlement Statement. (a) On or before 120 days after If the Closing, a final settlement statement (amount of the “Final Settlement Statement”) will be prepared by Seller’s Representatives based Closing Amount set forth on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The exceeds the Closing Amount set forth in the Settlement Statement, then, within 10 Business Days after the Final Settlement Date, (i) Corporation and the Partnership shall issue and deliver to Contributor a number of Adjustment Securities (calculated in accordance with Section 2.3) equal to the amount by which the Closing Amount set forth on the Final Settlement Statement shall exceeds the Closing Amount set forth in the actual proration Settlement Statement (provided, that such number of amounts as may Adjustment Securities to be required by this Agreement. The issued and delivered, together with any Adjustment Securities issued in excess of the Consideration on the Closing Date pursuant to Section 2.3, shall not exceed 495,900 Adjustment Securities in the aggregate) and (ii) if the amount that the Closing Amount set forth on the Final Settlement Statement shall also exceeds the Closing Amount set forth in the Seller’s Representatives’ allocation Settlement Statement results in an aggregate dollar value of increases to the Consideration pursuant to Section 2.3 or this Section 3.5 in excess of the Final Adjusted Maximum Adjustment Securities Value, then Corporation shall pay by wire transfer of immediately available funds, to the account designated by Contributor, such excess amount as an Adjustment Cash Payment. If the amount of the Closing Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt of set forth on the Final Settlement Statement is less than the Closing Amount set forth in the Settlement Statement, Buyer then Contributor shall return instruct the Transfer Agent to Seller’s Representatives deliver to Corporation, within 10 Business Days after the Final Settlement Date, a written report containing number of Adjustment Securities (calculated in accordance with Section 2.3) equal to the amount by which the Closing Amount set forth on the Final Settlement Statement is less than the Closing Amount set forth in the Settlement Statement; provided, if Contributor has not, within 10 Business Days after the Final Settlement Date, instructed the Transfer Agent to deliver, or has not otherwise delivered (regardless of whether such failure to deliver is due to any proposed changes act or omission of Contributor or the Transfer Agent), to Corporation the number of Adjustment Securities pursuant to the foregoing sentence, Contributor shall promptly (and in no event later than two Business Days) pay by wire transfer of immediately available funds, to the account designated by Corporation, an amount of cash equal to the absolute value of the difference between the Closing Amount set forth on the Final Settlement Statement and an explanation the Closing Amount set forth in the Settlement Statement. For purposes of clarity, any such changes and the reasons therefor (the “Dispute Notice”)Adjustment Securities issued, which Dispute Notice, for the avoidance of doubt, shall not challenge delivered or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date transferred hereunder shall be deemed to be an acceptance by Buyer include a corresponding number of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included shares of Corporation Series A Preferred Stock in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations accordance with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s RepresentativesSection 2.2(b). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties.

Final Settlement Statement. (a) On or before No later than the date that is 120 days after the ClosingClosing Date, a Seller will in good faith prepare and deliver to Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) will be prepared by setting forth (1) each adjustment or payment that was not finally determined as of Closing, (2) the calculation of such adjustment, and (3) the final adjustments to the Cash Consideration (the Cash Consideration subject to such adjustments as finally determined pursuant to this Section 13.1 is the “Final Cash Consideration”). Seller shall provide Buyer access to such of Seller’s Representatives based records as may be reasonably necessary to verify the post-Closing adjustments shown on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written requestStatement. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 No later than 20 days after receipt of the Seller’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives Seller a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by Seller) containing any changes that Buyer proposes to make to the final adjustments to the Cash Consideration proposed changes to in the Final Settlement Statement delivered by Seller. Any changes not so specified in such written report from Buyer shall be deemed waived and an explanation of any Seller’s determinations with respect to all such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation elements of the Adjusted Purchase Price among the Sellers Final Settlement Statement that was proposed by the Seller’s Representativesare not addressed specifically in such written notice from Buyer shall prevail. Buyer’s failure to deliver to Seller’s Representatives Seller a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by the end of such date 20-day period shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller and shall not be subject to further {JK01396073.28 } Dispute, audit or arbitration. If Seller disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such Dispute no later than 50 days after Seller’s Representatives and any changes delivery of the proposed Final Settlement Statement. The date upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration (net of the Holdback Amount) is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Cash Consideration (net of the Holdback Amount) is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations Article XIV (with respect to all such any obligation related to Taxes), the adjustments set out in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on settlement of the PartiesParties with respect to all matters addressed in such Final Settlement Statement.

Final Settlement Statement. As soon as reasonably practicable, but in no event later than one hundred eighty (a180) On or before 120 days Days after the Closingend of the Transition Period, Seller shall deliver to Purchaser a final settlement statement setting forth the adjustments to the Purchase Price pursuant to this Article VI and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based ). Upon request, Seller shall provide accounting support for any entry on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellerswhich Purchaser is not already in possession. As soon as reasonably practicable, and but in any no event within 45 days later than forty-five (45) Days after receipt of Purchaser receives the Final Settlement Statement, Buyer shall return Purchaser may deliver to Seller’s Representatives Seller a written report containing any proposed changes that Purchaser proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If Purchaser fails to timely deliver the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement and an explanation of any such changes and Statement, the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed statement as delivered by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date Seller shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives correct and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties and not subject to further review, audit, arbitration or legal proceedings. If Purchaser timely delivers the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than thirty (30) Days after Seller receives Purchaser’s written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Settlement Statement. If the Parties fail to agree on the final adjustments within the thirty (30) Day period, then either Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after receipt of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such initial ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Purchaser and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within thirty (30) Days after expiration of the ten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, Specific terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. absent manifest error. The fees and expenses associated with the Accounting Referee shall be borne equally by Purchaser and Seller and paid promptly upon receipt of the Accounting Referee’s invoices. Any amounts owed by one Party to the other Party as a result of the Final Settlement Statement shall be paid within fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties, are deemed correct as provided above or the Parties receive the decision of the Accounting Referee, and the amounts included in the Final Settlement Statement shall be final and binding between the Parties and not subject to further audit, arbitration or other legal proceeding. Any amounts paid under this Section 6.6 shall be treated as adjustments to Purchase Price for all Tax purposes. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. After the Closing Date, Seller ---------------------------- shall prepare, in accordance with this Agreement, a statement (athe "Final Settlement Statement"), a copy of which shall be delivered by Seller to Buyer no later than one hundred twenty (120) On or before 120 days after the ClosingClosing Date, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made setting forth each adjustment to the Participating Purchase Price Consideration necessary in accordance herewith and shows showing the resulting final Adjusted Purchase Pricecalculation of such adjustments in accordance with Section 3.a. hereof. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 have forty-five (45) days after receipt of the Final Settlement Statement, Buyer Statement to review such statement and to provide written notice to Seller of Buyer's objection to any item on the statement. Buyer's notice shall return clearly identify the item(s) objected to Seller’s Representatives a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, and support for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representativesobjection(s). If Buyer does not provide written objection(s) within the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6)45-day period, the Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment. If Buyer provides written objection(s) within the 45-day period, the Final Settlement Statement shall be deemed correct as to the items with respect to which no objections were made. Buyer and Seller shall meet to negotiate and resolve the objections within fifteen (except15) days of Buyer's receipt of Seller's objections. Any items not agreed to at the end of the 15-day period may, at either party's request, be resolved by arbitration. If Seller and Buyer cannot agree upon the Final Settlement Statement, a nationally recognized accounting firm which does not perform work for either Seller or Buyer shall act as an arbitrator and decide all points of disagreement with respect to the avoidance Final Settlement Statement. The decision of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed firm on all such points shall be binding upon the parties. The costs and expenses of such firm shall be borne by the Seller’s Representatives and Party against whom the Buyer (decision is rendered, or as determined by in the Accounting Arbitrator) and such allocation among event the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectivelydecision is rendered favorably in part to each Party, the “Final Price”), shall be final and binding on the Partiesa proportional basis.

Final Settlement Statement. As soon as reasonably practicable, but in no event later than one hundred eighty (a180) On or before 120 days Days after the Closingend of the Transition Period, Seller shall deliver to Purchaser a final settlement statement setting forth the adjustments to the Purchase Price pursuant to this Article VI and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based ). Upon request, Seller shall provide accounting support for any entry on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellerswhich Purchaser is not already in possession. As soon as reasonably practicable, and but in any no event within 45 days later than forty-five (45) Days after receipt of Purchaser receives the Final Settlement Statement, Buyer shall return Purchaser may deliver to Seller’s Representatives Seller a written report containing any proposed changes that Purchaser proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If Purchaser fails to timely deliver the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement and an explanation of any such changes and Statement, the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed statement as delivered by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date Seller shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives correct and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties and not subject to further review, audit, arbitration or legal proceedings. If Purchaser timely delivers the written report to Seller containing changes Purchaser proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than thirty (30) Days after Seller receives Purchaser’s written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Settlement Statement. If the Parties fail to agree on the final adjustments within the thirty (30) Day period, then either Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after delivery of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such initial ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Purchaser and Seller and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within thirty (30) Days after expiration of the ten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee shall be borne equally by Purchaser and Seller and paid promptly upon receipt of the Accounting HOUSTON 1151220v.11 Referee’s invoices. Any amounts owed by one Party to the other Party as a result of the Final Settlement Statement shall be paid within fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties, are deemed correct as provided above or the Parties receive the decision of the Accounting Referee, and the amounts included in the Final Settlement Statement shall be final and binding between the Parties and not subject to further audit, arbitration or other legal proceeding. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. As soon as reasonably practicable after the Closing Date, but in no event later than sixty (a60) On or before 120 days after the ClosingClosing Date, Buyer shall prepare and deliver to Seller a final settlement statement accounting statement, subject to verification by Seller, which sets forth, in reasonable detail, the final calculation and amount of the Adjusted Consideration, including all adjustments to the Base Consideration made in accordance with Section 2.2 and the actual proration of all other amounts required by this Agreement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price). Buyer Seller shall reasonably cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information Buyer in Buyer’s possession relevant to the timely preparation of the Final Settlement Statement upon written requestStatement. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the No later than thirty (30) days after Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement StatementStatement from Buyer, Seller shall deliver to Buyer shall return to Seller’s Representatives a written report containing notice setting forth any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor proposed by Seller (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, . Buyer and Seller shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure endeavor to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to agree on the Final Settlement Statement by such date shall be deemed within thirty (30) days after Buyer’s receipt of Seller’s proposed changes thereto. If Buyer and Seller are unable to be an acceptance by Buyer of agree on any amounts (the “Disputed Amounts”) on the Final Settlement Statement delivered during such thirty (30) day period, then Buyer and Seller shall submit all unresolved Claims to Xxxxxxxx & Associates, P.C. (or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing) (the “Referral Firm”) to review such Disputed Amounts in Buyer’s Final Settlement Statement and Seller’s Representatives Dispute Notice and the records relating to the Disputed Amounts and determine the final adjustments with respect thereto. The decision of the Referral Firm shall be binding on Buyer and Seller, and the fees and expenses of the Referral Firm shall be borne one-half each by Buyer and Seller. The Referral Firm shall deliver its final calculation of the Disputed Amounts in writing to Buyer and Seller as soon as is practicable, and the Party owing any changes amount for additional adjustments as a result thereof shall pay such amount no later than the tenth (10th) Business Day following the paying Party’s receipt from the Referral Firm of the final adjustments. If the Parties reach agreement on the Final Settlement Statement, payment by the Party obligated to do so shall be due on the later of (a) the thirtieth (30th) day after the date on which Seller receives the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed from Buyer, or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all (b) five (5) Business Days after such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Partiesreached.

Final Settlement Statement. (a) On or before 120 days after Closing (the Closing“Final Settlement Date”), a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives Buyer, based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price Price, excluding all Title Defect and related title issues subject to pending dispute under Section 10.2, and shows the resulting final Adjusted Purchase Price (the “Final Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request”). The Final Settlement Statement shall set forth the actual proration of the amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 days thirty (30) days, after receipt of the Final Settlement Statement, Buyer Whitehorse, on behalf of the Whitehorse Sellers, and Siltstone II, on behalf of the Siltstone Sellers, shall return to Seller’s Representatives Buyer a joint written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall . Any changes not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included so specified in the Dispute Notice shall be deemed waived, waived and SellerBuyer’s Representatives’ determinations with respect to all such adjustments in elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall prevail. Upon delivery of If Whitehorse and Siltstone II fail to timely deliver a Dispute NoticeNotice to Buyer containing changes Sellers propose to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Buyer will be deemed to be correct and the Seller’s Representatives will promptly meet be final and binding on all Parties and not subject to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives)further audit or arbitration. If the final Adjusted Purchase Final Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives Sellers and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6)Buyer, the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), Price shall be final and binding on the PartiesParties (other than with respect to amounts not accounted for therein or settled thereby). Within ten (10) days after the earlier of (a) the expiration of Sellers’ thirty (30)-day review period without delivery of any written report or (b) the date on which the Parties finally determine the Final Price or the Accounting Arbitrator finally determines the disputed matters, as applicable, (i) Buyer shall pay to Sellers the amount by which the Final Price exceeds the Closing Cash Payment, or (ii) Sellers shall pay to Buyer the amount by which the Closing Cash Payment exceeds the Final Price; provided that, if applicable, any amount payable by one Party to the other under this Section 3.5 shall first be satisfied out of the portion of the Defect Escrow Amount the owning Party is entitled to at such time, and then, if applicable, the owning Party shall pay to the owed Party any outstanding amounts. All amounts paid pursuant to this Agreement shall be delivered in United States currency by wire transfer of immediately available funds to the account specified in writing by the relevant Party.

Final Settlement Statement. No later than thirty (a30) On or before 120 calendar days after the Closing, a Seller will prepare and deliver to Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during setting forth (i) each adjustment or payment that was not finally determined as of the period from and after Closing, (ii) the Effective Time until Closing and which takes into account all calculation of such adjustment and, (iii) the final adjustments made to the Participating Initial Purchase Price and shows (the resulting final Adjusted “Final Initial Purchase Price”). Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 No later than ten calendar days after receipt of the Seller’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives Seller a written report containing any proposed changes that Buyer proposes to make to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s RepresentativesStatement. Buyer’s failure to deliver to Seller’s Representatives Seller a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by such that date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller. The Parties shall agree with respect to the changes proposed by Buyer, if any, no later than twenty calendar days after the Buyer’s Representatives and any changes receipt of Seller’s proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Initial Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Initial Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference. Any payment by a Party shall be made by wire transfer of immediately available funds within five calendar days of the Final Settlement Statement as initially prepared Date. Any adjustments requiring additional payment by Seller’s Representatives that are proposed either Buyer or requested by Buyer and not included Seller shall also be made in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Partiessame manner.

Final Settlement Statement. (a) On or before No later than the date that is 120 days after the ClosingClosing Date, a Seller will in good faith prepare and deliver to Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) will be prepared by setting forth (1) each adjustment or payment that was not finally determined as of Closing, (2) the calculation of such adjustment, and (3) the final adjustments to the Cash Consideration (the Cash Consideration subject to such adjustments as finally determined pursuant to this Section 13.1 is the “Final Cash Consideration”). Seller shall provide Buyer access to such of Seller’s Representatives based records as may be reasonably necessary to verify the post-Closing adjustments shown on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written requestStatement. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 No later than 20 days after receipt of the Seller’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives Seller a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by Seller) containing any changes that Buyer proposes to make to the final adjustments to the Cash Consideration proposed changes to in the Final Settlement Statement delivered by Seller. Any changes not so specified in such written report from Buyer shall be deemed waived and an explanation of any Seller’s determinations with respect to all such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation elements of the Adjusted Purchase Price among the Sellers Final Settlement Statement that was proposed by the Seller’s Representativesare not addressed specifically in such written notice from Buyer shall prevail. Buyer’s failure to deliver to Seller’s Representatives Seller a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by the end of such date 20-day period shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller and shall not be subject to further Dispute, audit or arbitration. If Seller disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such Dispute no later than 50 days after Seller’s Representatives delivery of the proposed Final Settlement Statement. The date upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration is more than the sum of the Closing Amount and any changes the Deposit, Buyer shall pay Seller the amount of such difference. If the Final Cash Consideration is less than the sum of the Closing Amount and the Deposit, Seller shall pay to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations Article XIV (with respect to all such any obligation related to Taxes), the adjustments set out in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on settlement of the PartiesParties with respect to all matters addressed in such Final Settlement Statement.

Final Settlement Statement. (a) On or before No later than the date that is 120 days after the ClosingClosing Date, a OpCo will in good faith prepare and deliver to Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income setting forth (1) each adjustment or payment that was not finally determined as of Closing, (2) the calculation of such adjustment, and expenses during (3) the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows Cash Consideration (the resulting final Adjusted Purchase PriceCash Consideration subject to such adjustments as finally determined pursuant to this Section 13.1 is the “Final Cash Consideration”). OpCo shall provide Buyer shall cooperate with Selleraccess to such of OpCo’s Representatives and use its commercially reasonable efforts records as may be reasonably necessary to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of verify the post-Closing adjustments shown on the Final Settlement Statement upon written requestStatement. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 No later than 20 days after receipt of the OpCo’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives OpCo a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by OpCo) containing any changes that Buyer proposes to make to the final adjustments to the Cash Consideration proposed changes to in the Final Settlement Statement delivered by OpCo. Any changes not so specified in such written report from Buyer shall be deemed waived and an explanation of any OpCo’s determinations with respect to all such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation elements of the Adjusted Purchase Price among the Sellers Final Settlement Statement that was proposed by the Seller’s Representativesare not addressed specifically in such written notice from Buyer shall prevail. Buyer’s failure to deliver to Seller’s Representatives OpCo a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by the end of such date 20-day period shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller’s Representatives OpCo and shall not be subject to further Dispute, audit or arbitration. If OpCo disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such Dispute no later than 50 days after OpCo’s delivery of the proposed Final Settlement Statement. The date upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration is more than the sum of the Closing Amount and the Deposit, Buyer shall pay OpCo the amount of such difference. If the Final Cash Consideration is less than the sum of the Closing Amount and the Deposit, OpCo shall pay to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations Article XIV (with respect to all such any obligation related to Taxes), the adjustments set out in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on settlement of the PartiesParties with respect to all matters addressed in such Final Settlement Statement.

Final Settlement Statement. (a) On or before 120 ninety (90) days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by SellerPurchaser and delivered to Sellers, setting forth Purchaser’s Representatives based on actual income and expenses during good faith calculation of the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows reflecting each adjustment made in accordance with this Agreement and the resulting final Adjusted Purchase Price (the “Final Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers”). As soon as practicable, and in any event within 45 thirty (30) days after receipt of the Final Settlement Statement, Buyer Sellers shall return to Seller’s Representatives Purchaser a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall . Any changes not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included so specified in the Dispute Notice shall be deemed waived, and SellerPurchaser’s Representatives’ determinations with respect to all such adjustments in elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall prevail. Upon delivery of If Sellers fail to timely deliver a Dispute NoticeNotice to Purchaser containing changes Sellers propose to be made to the Final Settlement Statement, Buyer the Final Settlement Statement as delivered by Purchaser will be deemed to be correct and will be final and binding on the Seller’s Representatives will promptly meet parties hereto and not subject to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives)further audit or arbitration. If the final Adjusted Purchase Final Price set forth in the Final Settlement Statement is mutually agreed upon in writing by Seller’s Representatives Sellers and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6)Purchaser, the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Partiesparties hereto and not subject to further audit or arbitration. Any difference in the Purchase Price paid at Closing, in cash or represented by the Purchase Notes, pursuant to the Preliminary Settlement Statement, and the Final Price, shall adjust the principal of each of the Purchase Notes, pro rata in accordance with the percentages set forth in Exhibit A opposite each Seller’s name, on the day of the final determination of such owed amounts in accordance herewith by the amount of such difference in favor of the owed party.”

Final Settlement Statement. As soon as reasonably practicable, but in no event later than one hundred eighty (a180) On or before 120 days Days after the Closingend of the Transition Period, Seller shall deliver to Buyer a final settlement statement setting forth the adjustments to the Purchase Price pursuant to this Article 6 and any other adjustments to the Purchase Price expressly permitted hereunder, in substantially the form of the Preliminary Settlement Statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based ). Upon request, Seller shall provide accounting support for any entry on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final HOUSTON 1139976v.13 Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellerswhich Buyer is not already in possession. As soon as reasonably practicable, and but in any no event within 45 days later than forty-five (45) Days after receipt of Xxxxx receives the Final Settlement Statement, Buyer shall return may deliver to Seller’s Representatives Seller a written report containing any proposed changes that Xxxxx proposes in good faith to be made to such statement, stating in reasonable detail its objections and the amounts to which it objects. If Buyer fails to timely deliver the written report to Seller containing changes Buyer proposes to be made to the Final Settlement Statement and an explanation of any such changes and Statement, the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed statement as delivered by the Seller’s Representatives. Buyer’s failure to deliver to Seller’s Representatives a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date Seller shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives correct and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Parties and not subject to further review, audit, arbitration or legal proceedings. If Buyer timely delivers the written report to Seller containing changes Xxxxx proposes to be made to the Final Settlement Statement, then as soon as reasonably practicable, but in no event later than thirty (30) Days after Seller receives Buyer’s written report, the Parties shall meet and undertake to agree on the final adjustments to the Final Settlement Statement. If the Parties fail to agree on the final adjustments within the thirty (30) Day period, then either Party, by written notice to the Accounting Referee and the other Party, may submit the disputed items to the Accounting Referee for resolution (with copy concurrently delivered to the other Party). Each Party shall have the right to submit to the Accounting Referee (with copy concurrently delivered to the other Party) (i) a position statement on such disputed items within ten (10) Business Days after receipt of the notice to the Accounting Referee and (ii) a rebuttal statement to the other Party’s position statement within ten (10) Business Days after expiration of such ten (10) Business Day period. Failure of a Party to timely submit its position statement to the Accounting Referee shall constitute a waiver by such Party as to each particular item in dispute and its agreement to the amount proposed by the other Party. Either Party may request that the Accounting Referee accept or decline the appointment in writing within ten (10) Business Days after its receipt of the initial position statement. The Accounting Referee will make a determination resolving the disputed items to be reflected in the Final Settlement Statement based on the written position statements and rebuttal statements from Xxxxx and Xxxxxx and the Accounting Referee shall not take any testimony or hear any oral argument. The Accounting Referee may request, as it deems appropriate, any additional information from (and provide opportunity to rebut responses to) the Parties, with notice to both Parties of all such requests and the related responses. The Parties shall respond promptly to all requests from the Accounting Referee for additional information and clarification. The Accounting Referee shall address only those items in dispute and may not determine the disputed items to be greater than the greatest amount claimed by a Party or smaller than the smallest amount claimed by a Party. The Accounting Referee shall resolve the disputes within thirty (30) Days after expiration of the ten (10) Day rebuttal period. The decision of the Accounting Referee shall be in writing and will be final and binding on and non-appealable by the Parties, absent manifest error. The fees and expenses associated with the Accounting Referee shall be borne equally by Xxxxx and Seller and paid promptly upon receipt of the Accounting Referee’s invoices. Any amounts owed by one Party to the other Party as a result of the Final Settlement Statement shall be paid within fifteen (15) Business Days after the date when the amounts are agreed upon by the Parties, are deemed correct as provided above or the Parties receive the decision of the Accounting Referee, and the amounts included in the Final Settlement Statement shall be final and binding between the Parties and not subject to further audit, arbitration or other legal proceeding. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matter submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Except as expressly provided herein, whenever the Accounting Referee is retained to resolve a dispute as provided HOUSTON 1139976v.13 pursuant to this Agreement, the Accounting Referee may determine the issues in dispute following such procedures, consistent with the express provisions of this Agreement, as the Accounting Referee deems appropriate to the circumstances and with reference to the amounts in issue. Except as expressly provided herein, the Parties do not intend to impose any particular procedures upon the Accounting Referee, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable.

Final Settlement Statement. (a) On or before 120 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives Representative based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives Representative and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives Representative all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ Representative’s allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented SellersRepresentative. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement Statement, Buyer shall return to Seller’s Representatives Representative a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed by the Seller’s RepresentativesRepresentative. Buyer’s failure to deliver to Seller’s Representatives Representative a Dispute Notice detailing proposed changes to the Final Settlement Statement by such date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered by Seller’s Representatives Representative and any changes to the Final Settlement Statement as initially prepared by Seller’s Representatives Representative that are proposed or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ Representative’s determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives Representative will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s RepresentativesRepresentative). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives Representative and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives Representative and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s RepresentativesRepresentative) (collectively, the “Final Price”), shall be final and binding on the Parties.

Final Settlement Statement. (a) On or before 120 days As soon as practicable after the Closing, a final settlement statement but in no event later than 120 days after Closing, Seller, with assistance as reasonably requested from Buyer, will prepare and deliver to Buyer the Final Settlement Statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during setting forth each adjustment or payment that was not finally determined as of the period from and after the Effective Time until Closing and which takes into account all final adjustments made to showing the Participating Purchase Price calculation of such adjustment and shows the resulting final Adjusted purchase price (the “Final Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially ”), including reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written request. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellerssupporting documentation. As soon as practicable, and in any event within 45 days practicable after receipt of the Final Settlement Statement, but in no event later than 60 days after Buyer’s receipt of Seller’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives Seller a written report containing any proposed changes that Buyer proposes to make to the Final Settlement Statement. During such period, Seller shall provide Buyer will such information and documentation relating to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation of the Adjusted Purchase Price among the Sellers that was proposed as reasonably requested by the Seller’s RepresentativesBuyer. Buyer’s failure to deliver to Seller’s Representatives Seller a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by such that date shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller. The Parties shall make a good faith attempt to agree with respect to the changes proposed by Buyer, if any, no later than 45 days after receipt of Seller’s Representatives and any changes proposed Final Settlement Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established shall be herein called the “Final Settlement Date.” If the Final Purchase Price is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference. Any payment by Buyer or Seller, as the case may be, shall be made by wire transfer of immediately available funds within 5 days of the Final Settlement Statement as initially prepared Date. Any adjustments requiring additional payment by Seller’s Representatives that are proposed either Buyer or requested by Buyer and not included Seller shall also be made in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations with respect to all such adjustments in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on the Partiessame manner.

Final Settlement Statement. (a) On or before No later than the date that is 120 days after the ClosingClosing Date, a Seller will in good faith prepare and deliver to Buyer, in accordance with customary industry accounting practices, the final settlement statement (the “Final Settlement Statement”) will be prepared by setting forth (1) each adjustment or payment that was not finally determined as of Closing, (2) the calculation of such adjustment, and (3) the final adjustments to the Cash Consideration (the Cash Consideration subject to such adjustments as finally determined pursuant to this Section 13.1 is the “Final Cash Consideration”). Seller shall provide Buyer access to such of Seller’s Representatives based records as may be reasonably necessary to verify the post-Closing adjustments shown on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price. Buyer shall cooperate with Seller’s Representatives and use its commercially reasonable efforts to promptly furnish to Seller’s Representatives all information in Buyer’s possession relevant to preparation of the Final Settlement Statement upon written requestStatement. The Final Settlement Statement shall set forth the actual proration of amounts as may be required by this Agreement. The Final Settlement Statement shall also set forth the Seller’s Representatives’ allocation of the Final Adjusted Amount among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and, if needed, shall provide wiring instructions for the Seller’s Representative representing BJH Represented Sellers and the Seller’s Representative representing the Xxxxxxx Represented Sellers. As soon as practicable, and in any event within 45 No later than 20 days after receipt of the Seller’s proposed Final Settlement Statement, Buyer shall return deliver to Seller’s Representatives Seller a written report (with supporting documentation including all relevant invoices with specific references and other information reasonably requested by Seller) containing any changes that Buyer proposes to make to the final adjustments to the Cash Consideration proposed changes to in the Final Settlement Statement delivered by Seller. Any changes not so specified in such written report from Buyer shall be deemed waived and an explanation of any Seller’s determinations with respect to all such changes and the reasons therefor (the “Dispute Notice”), which Dispute Notice, for the avoidance of doubt, shall not challenge or address any allocation elements of the Adjusted Purchase Price among the Sellers Final Settlement Statement that was proposed by the Seller’s Representativesare not addressed specifically in such written notice from Buyer shall prevail. Buyer’s failure to deliver to Seller’s Representatives Seller a Dispute Notice written report detailing proposed changes to the Final Settlement Statement by the end of such date 20-day period shall be deemed to be an acceptance by Buyer of the Final Settlement Statement delivered as submitted by Seller and shall not be subject to further Dispute, audit or arbitration. If Seller disagrees with any changes proposed by Buyer, the Parties shall cooperate in good faith to resolve any such Dispute no later than 50 days after Seller’s Representatives and any changes delivery of the proposed Final Settlement Statement. The date upon which such Disputes are resolved or upon which the Final Cash Consideration is established is the “Final Settlement Date.” If the Final Cash Consideration (net of the Holdback Amount) is more than the Closing Amount, Buyer shall pay Seller the amount of such difference. If the Final Cash Consideration (net of the Holdback Amount) is less than the Closing Amount, Seller shall pay to Buyer the amount of such difference. Any payment by a Party under this Section 13.1(a) shall be made by wire transfer of immediately available funds within five days of the Final Settlement Statement as initially prepared by Seller’s Representatives that are proposed Date. Subject to and except for the rights and obligations of the Parties described in Section 13.1(b), Section 9.3, or requested by Buyer and not included in the Dispute Notice shall be deemed waived, and Seller’s Representatives’ determinations Article XIV (with respect to all such any obligation related to Taxes), the adjustments set out in the Final Settlement Statement that are not addressed in the Dispute Notice shall prevail. Upon delivery of a Dispute Notice, Buyer and the Seller’s Representatives will promptly meet to discuss the contents thereof and attempt to come to agreement upon the disputed items contained therein (other than any allocation of the Adjusted Purchase Price among the Sellers, which allocation shall be the sole purview of the Seller’s Representatives). If the final Adjusted Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller’s Representatives and Buyer or deemed agreed pursuant to the foregoing (or determined by the Accounting Arbitrator pursuant to Section 3.6), the Final Settlement Statement (except, for the avoidance of doubt, as it HN\1533753.22 relates to any adjustments for Asset Taxes), such final Adjusted Purchase Price as agreed by the Seller’s Representatives and the Buyer (or as determined by the Accounting Arbitrator) and such allocation among the BJH Represented Sellers and the Xxxxxxx Represented Sellers (as agreed by the Seller’s Representatives) (collectively, the “Final Price”), shall be final and binding on settlement of the PartiesParties with respect to all matters addressed in such Final Settlement Statement.