Post Closing Administrative Accounting Responsibilities Clause Samples
The "Post Closing Administrative Accounting Responsibilities" clause defines the obligations of the parties to manage and settle financial matters after the closing of a transaction. This typically includes tasks such as reconciling accounts, processing final payments, handling adjustments for prorated expenses, and ensuring all outstanding financial obligations related to the transaction are properly addressed. By outlining these responsibilities, the clause ensures that both parties have a clear understanding of their duties after closing, thereby preventing disputes and facilitating a smooth financial transition.
Post Closing Administrative Accounting Responsibilities. To the extent Seller is presently involved in the administration of the Interests, Seller shall retain the obligation and responsibility for the administration of the Interests for the period ending on the Closing Date. However, Seller and Buyer recognize that Buyer's obligation to immediately assume administrative accounting responsibilities for the Interests upon Closing may be impractical and will present certain difficulties for both Seller and Buyer in regards to transfer of such administrative responsibilities, timely and proper revenue distributions, payment of expenses, joint interest bill▇▇▇▇ ▇▇▇ the rendition of post-closing settlement statements. Therefore, to facilitate a convenient and proper transfer of the administrative accounting responsibilities relating to the Interests, Seller and Buyer agree the administrative duties will be transferred from the Seller to the Buyer in the following manner:
Post Closing Administrative Accounting Responsibilities. To the extent Assignor is presently involved in the administration of the Properties, Assignor shall retain the obligation and responsibility for the administration of the Properties for the period ending on the Closing Date. However, Assignor and Assignee recognize that Assignee's obligation to immediately assume administrative accounting responsibilities for the Properties upon Closing may be impractical and will present certain difficulties for both Assignor and Assignee in regards to transfer of such administrative responsibilities, timely and proper revenue distributions, payment of expenses, joint interest ▇▇▇▇▇▇▇▇ and the rendition of post-closing settlement statements. Therefore, to facilitate a convenient and proper transfer of the administrative accounting responsibilities relating to the Properties, Assignor and Assignee agree the administrative duties will be transferred from the Assignor to the Assignee in the following manner:
Post Closing Administrative Accounting Responsibilities. To the extent Seller is presently involved in the administration of the Properties, Seller shall retain the obligation and responsibility for the administration of the Properties for the period ending on the Closing Date. Therefore, to facilitate a convenient and proper transfer of the administrative accounting responsibilities relating to the Properties, Seller and Buyer agree the administrative duties will be transferred from the Seller to the Buyer in accordance with the Transition Agreement.
Post Closing Administrative Accounting Responsibilities. (a) Seller shall undertake the obligations set forth in the Transition Agreement (delivered pursuant to Section 8.3(i)).
(b) Seller acknowledges that, in order to comply with requirements of Regulation S-X promulgated by the Securities and Exchange Commission, Buyer may need to engage independent public accountants (the “PA”) to conduct an audit and provide an audit opinion in accordance with generally accepted auditing principles in the United States of historical financial statements derived for the business representing the Assets (excluding the Excluded Assets) (collectively, the “Audited Financial Statements”). Notwithstanding any other provision of this Agreement, Seller shall provide such access to its books and records, and shall otherwise provide whatever other assistance is reasonably necessary (including, but not limited to, executing appropriate and reasonable representation letters to the PA), to enable Buyer and the PA to prepare and audit the Audited Financial Statements within 75 days of the Closing Date.
(c) Seller covenants to deliver to Buyer, within thirty (30) days after Closing, in a mutually agreeable electronic format, the following information with respect to all funds which Seller is holding as of the Closing Date that are owing to third party owners of royalty, overriding royalty, or working interests in respect of past production of Hydrocarbons attributable to the Interests (referred to herein as “Suspense Accounts”): owner name, owner number, owner social security number (if known to Seller), reason for suspense, and the amount of suspense funds payable for each entry, together with monthly line item production detail for all suspense entries. Buyer shall assume all responsibility and liability for the Suspense Accounts.
(d) Promptly after Closing, Seller shall prepare and present to Buyer for review and approval the form of transfer orders or letters in lieu and associated exhibits thereof in a form reasonably acceptable to Buyer (“Letters in Lieu”). Prior to December 31, 2003, Seller and Buyer shall execute, acknowledge and deliver transfer orders or Letters in Lieu thereof directing purchasers of production to make payment to Buyer of proceeds attributable to production from the Interests assigned to Buyer.