Common use of Settlement Statements Clause in Contracts

Settlement Statements. (a) Seller, Tioga and Buyer shall cooperate and provide each other access, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No later than five (5) Business Days prior to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate of the Purchase Price reflecting each proposed adjustment to be made to the Base Purchase Price in accordance with Section 2.2 as of the date of preparation (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller, and a brief explanation of any such adjustments and the reasons therefor. Within two (2) Business Days of receipt of the draft Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation thereof that Buyer proposes to be made to such estimated amounts. Such estimated amounts, as agreed by the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price at Closing shall be that estimated amount set forth in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a). (b) Within 45 days after Closing, Seller shall provide Buyer with its good faith final calculation of the actual amounts for each of the estimated amounts required by Section 2.6(a) (the “Final Settlement Statement”), based on actual adjustments to the Base Purchase Price (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to the Base Purchase Price in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall be deemed agreed to by the Parties. If Buyer fails to timely deliver a Dispute Notice to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting Referee”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c), as applicable, then, if such final Purchase Price is (i) more than the Purchase Price set forth in the Preliminary Settlement Statement, Buyer shall pay to a bank account in the United States designated by Seller by notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6.

Settlement Statements. (a) SellerThe Seller shall, Tioga and Buyer or shall cooperate and provide each other accesscause the Servicer to, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No later than five (5) Business Days prior to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate of the Purchase Price reflecting each proposed adjustment to be made submit to the Base Purchase Price in accordance with Section 2.2 as of the date of preparation (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller, Administrative Agent and a brief explanation of any such adjustments and the reasons therefor. Within each Managing Agent not less than two (2) Business Days prior to each Settlement Date, a Settlement Statement signed by a Responsible Officer dated as of receipt such Settlement Date and including information in respect of the draft Preliminary Receivables Pool as of the last day of the Accounting Period most recently completed. The execution and delivery of any Settlement Statement, Buyer will deliver to Statement shall constitute a representation and warranty by the Seller a written report containing all changes with and the explanation thereof Servicer that Buyer proposes to be made to such estimated amountsthe information contained therein is true and correct as of the date thereof. Such estimated amountsSettlement Statement shall be accompanied by such other information as the Administrative Agent or a Managing Agent may reasonably request. Subject to the terms and conditions of this Agreement, as agreed by the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price at Closing shall be that estimated amount set forth in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a). (b) Within 45 days after Closing, Seller shall provide Buyer with its good faith final calculation of the actual amounts for each of the estimated amounts required by Section 2.6(a) (the “Final Settlement Statement”), based requests on actual adjustments to the Base Purchase Price (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to the Base Purchase Price in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically the Aggregate Net Investment be increased to an amount in excess of the Aggregate Net Investment as of the immediately preceding Settlement Date, each Buyer shall make available to the Seller at its Office, or such other place as the Seller has notified to the Buyers, on the next succeeding Settlement Date, its Pro Rata Portion of such increase in the Dispute Notice shall be deemed agreed to by the Parties. If Buyer fails to timely deliver a Dispute Notice to SellerAggregate Net Investment; provided, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth that such increase in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting Referee”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution Aggregate Net Investment shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c), as applicable, then, if such final Purchase Price is cause (i) more than the Purchase Price set forth Aggregate Net Investment to exceed the Aggregate Maximum Net Investment then in the Preliminary Settlement Statementeffect, Buyer shall pay to a bank account in the United States designated by Seller by notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth Liberty Net Investment to exceed the Liberty Maximum Net Investment then in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6.effect or

Settlement Statements. (a) SellerThe Seller shall, Tioga and Buyer or shall cooperate and provide each other accesscause the Servicer to, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No later than five (5) Business Days prior to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate of the Purchase Price reflecting each proposed adjustment to be made submit to the Base Purchase Price in accordance with Section 2.2 as of the date of preparation (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller, Administrative Agent and a brief explanation of any such adjustments and the reasons therefor. Within each Managing Agent not less than two (2) Business Days prior to each Settlement Date, a Settlement Statement signed by a Responsible Officer dated as of such Settlement Date and including information in respect of the Receivables Pool as of the last day of the Accounting Period most recently completed. The execution and delivery of any Settlement Statement shall constitute a representation and warranty by the Seller and the Servicer that the information contained therein is true and correct as of the date thereof. Such Settlement Statement shall be accompanied by such other information as the Administrative Agent or a Managing Agent may reasonably request. Subject to the terms and conditions of this Agreement, if the Seller requests on a Settlement Statement that the Aggregate Net Investment be increased to an amount in excess of the Aggregate Net Investment as of the immediately preceding Settlement Date, each Buyer shall make available to the Seller at its Office, or such other place as the Seller has notified to the Buyers, on the next succeeding Settlement Date, its Pro Rata Portion of such increase in the Aggregate Net Investment; provided, that such increase in the Aggregate Net Investment shall not cause (i) the Aggregate Net Investment to exceed the Aggregate Maximum Net Investment then in effect, (ii) the Liberty Net Investment to exceed the Liberty Maximum Net Investment then in effect or (iii) the TRFCO Net Investment to exceed the TRFCO Maximum Net Investment then in effect. Subject to the terms and conditions of this Agreement, if the Seller requests in writing that on a date other than a Settlement Date the Aggregate Net Investment be increased to an amount in excess of the then existing Aggregate Net Investment, each Buyer shall make available to the Seller at its Office, or such other place as the Seller has notified to the Buyers, on the date specified in the request (which shall be a date not less than two (2) Business Days after the date of receipt of such request), its Pro Rata Portion of such increase in the draft Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with Aggregate Net Investment; provided that such increase would have been permitted hereunder if the explanation thereof that Buyer proposes date on which such increase is requested to be made available to such estimated amounts. Such estimated amounts, as agreed by the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price at Closing shall be that estimated amount set forth in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a). (b) Within 45 days after Closing, Seller shall provide Buyer with its good faith final calculation of the actual amounts for each of the estimated amounts required by Section 2.6(a) (the “Final were a Settlement Statement”)Date, based on actual adjustments upon the information in the Settlement Statement relating to the Base Purchase Price (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to immediately preceding Settlement Date. The Seller may request a reduction in the Base Purchase Price Aggregate Net Investment in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b2.03(b)). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall be deemed agreed to by the Parties. If Buyer fails to timely deliver a Dispute Notice to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting Referee”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c), as applicable, then, if such final Purchase Price is (i) more than the Purchase Price set forth in the Preliminary Settlement Statement, Buyer shall pay to a bank account in the United States designated by Seller by notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6.

Settlement Statements. (a) Seller, Tioga and Buyer shall cooperate and provide each other access, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No Not later than five two (52) Business Days business day prior to Closingthe Scheduled Closing Date, Seller shall prepare and provide deliver to Buyer with Seller’s good faith estimate of a preliminary settlement statement estimating the adjusted Purchase Price reflecting each proposed adjustment (the “Adjusted Purchase Price”) after giving effect to be made to the Base Purchase Price all adjustments specified in accordance with Section 2.2 as of the date of preparation 2.3.2 and Section 2.3.3 and elsewhere in this Agreement (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller, and a brief explanation of any such adjustments and the reasons therefor. Within two one (21) Business Days business day of receipt of the draft Preliminary Settlement Statement, Buyer will shall deliver to Seller a written report containing all any proposed changes with to the Preliminary Settlement Statement and an explanation thereof that Buyer proposes to be made to such estimated amountsof the proposed changes. Such estimated amountsIf the parties cannot agree on the Preliminary Settlement Statement on or before Closing, the Preliminary Settlement Statement as agreed prepared by the Parties, will Seller shall be used to adjust determine the Base Adjusted Purchase Price at Closing; provided that if the Parties do not agree upon either of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price be paid at Closing and any necessary adjustments shall be that estimated amount set forth made in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a)the Final Settlement Statement. (b) Within 45 sixty (60) days after Closing, Seller Buyer shall provide Buyer with its good faith prepare a final calculation of settlement statement for the actual amounts for each of the estimated amounts required by Section 2.6(a) Property (the “Final Settlement Statement”), based on actual ) containing a final reconciliation of the adjustments to the Base Purchase Price specified in Section 2.3.2, Section 2.3.3 and elsewhere in this Agreement (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to the Base “Final Purchase Price in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)Price”). If Buyer disagrees with any of the calculations provided by Seller pursuant to will have twenty (20) days after receiving the Final Settlement Statement, then it shall Statement to provide Seller Buyer with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified objections to any items in the Dispute Notice Final Settlement Statement that Seller believes in good faith to be objectionable. Buyer shall be deemed waived, and Seller’s determinations with respect entitled to all such elements of adjust any items in the Final Settlement Statement that are not addressed specifically affected by Seller’s timely-submitted written objections, if any. In the event Buyer and Seller are unable to agree upon the Final Purchase Price within fifteen (15) days of Buyer’s receipt of Seller’s written objections, either Seller or Buyer may elect by written notice to the other party to submit such dispute to arbitration to be conducted in accordance with Section 11.10. The date upon which the Dispute Notice shall be deemed agreed parties agree to by the Parties. If Buyer fails to timely deliver a Dispute Notice to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed or the date upon which a final determination is made by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting Referee”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c)Designated Accountants, as applicable, then, if such final Purchase Price is (i) more than shall be the Purchase Price set forth in the Preliminary “Final Settlement Statement, Buyer shall pay to a bank account in the United States designated by Seller by notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6Date”.

Settlement Statements. (a) Seller, Tioga and Buyer shall cooperate and provide each other access, including through electronic means, to Seller’s, Tioga’s and the Water Hydrocarbon Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No later than five (5) Business Days prior to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate of the Purchase Price reflecting each proposed adjustment to be made to the Base Purchase Price in accordance with Section 2.2 as of the date of preparation (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller, and a brief explanation of any such adjustments and the reasons therefor. Within two (2) Business Days of receipt of the draft Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation thereof that Buyer proposes to be made to such estimated amounts. Such estimated amounts, as agreed by the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price at Closing shall be that estimated amount set forth in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a). (b) Within 45 days after Closing, Seller shall provide Buyer with its good faith final calculation of the actual amounts for each of the estimated amounts required by Section 2.6(a) (the “Final Settlement Statement”), based on actual adjustments to the Base Purchase Price (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to the Base Purchase Price in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall be deemed agreed to by the Parties. If Buyer fails to timely deliver a Dispute Notice to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting Referee”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c), as applicable, then, if such final Purchase Price is (i) more than the Purchase Price set forth in the Preliminary Settlement Statement, Buyer shall pay to a bank account in the United States designated by Seller by notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6.

Settlement Statements. (a) SellerAs soon as reasonably practicable, Tioga and Buyer shall cooperate and provide each other access, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested but in connection with the matters addressed in this Section 2.6. No any event not later than five (5) one Business Days prior Day after receipt of the Preliminary Settlement Statement from Sellers pursuant to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate Section 2.6 of the Purchase Price reflecting each proposed adjustment Agreement, SM Energy shall deliver to be made Northern a true and complete copy of such Preliminary Settlement Statement and any documentation and supporting evidence provided by Sellers pursuant to the Base Purchase Price in accordance with Section 2.2 as 2.6(a) of the date of preparation (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Buyer reasonable documentation Purchase Agreement or in the possession of Seller or any of its Affiliates SM Energy to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by SellerStatement. Northern shall have the right to propose a written report containing all changes that Northern proposes to be made to the Preliminary Settlement Statement, and if any, together with a brief explanation of any such adjustments changes, and SM Energy shall consider such proposed changes in good faith. SM Energy and Northern shall in good faith attempt to agree on the reasons therefor. Within two (2) Business Days contents of any written report containing proposed changes to the Preliminary Settlement Statement as soon as possible after SM Energy’s receipt of Northern’s written report. The written report containing proposed changes to the draft Preliminary Settlement Statement, Buyer will as agreed upon by SM Energy and Northern, shall be submitted to Sellers; provided that if SM Energy and Northern cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the date by which Section 2.6(a) of the Purchase Agreement requires SM Energy to propose changes to the Preliminary Settlement Statement, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by SM Energy shall control for purposes of the Preliminary Settlement Statement that is submitted to Sellers by SM Energy pursuant to Section 2.6(a) of the Purchase Agreement. (b) To the extent that Sellers did not deliver same to Northern in advance, as soon as reasonably practicable, but in any event not later than one Business Day following the date that Sellers deliver to Seller the Parties the final settlement statement pursuant to Section 2.6(b) of the Purchase Agreement, SM Energy shall deliver to Northern a true and complete copy of the final settlement statement and the supporting schedules, analysis, workpapers, and other underlying records or documentation as are reasonably necessary and appropriate in Northern’s review of such statements, in each case, in SM Energy’s possession or which SM Energy is entitled to request and receive under the Purchase Agreement. SM Energy and Northern shall reasonably cooperate fully and promptly with the other and their respective representatives in such examination with respect to all reasonable requests related thereto. Without limiting the foregoing, SM Energy and Northern shall undertake to agree on any written report containing proposed changes to be made to the final settlement statement no later than one Business Day prior to the date by which Section 2.6(b) of the Purchase Agreement requires SM Energy to submit to Sellers proposed changes to the final settlement statement, and if SM Energy and Northern cannot reach agreement by such date, then (i) the Parties shall deliver a written report containing all proposed changes with that either Party desires to dispute; and (ii) to the explanation thereof extent that Buyer proposes to be made to such estimated amounts. Such estimated amounts, as agreed by any item that was submitted at the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either request of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price at Closing shall be that estimated amount set forth in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a). (b) Within 45 days after Closing, Seller shall provide Buyer with its good faith final calculation of the actual amounts for each of the estimated amounts required by Section 2.6(a) only one Party (the “Final Settlement StatementAsserting Party”), based on actual adjustments to but not the Base Purchase Price (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to the Base Purchase Price in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall be deemed agreed to by the Parties. If Buyer fails to timely deliver a Dispute Notice to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting RefereeNon-Asserting Party”)) and such item is not agreed upon with Seller during the applicable time period under the Purchase Agreement, which firm (A) the Non-Asserting Party shall make a final assign all rights and binding determination as interests it has in such item to the Asserting Party, (B) the Asserting Party shall incur and pay all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling costs associated with the dispute resolution shall not have the power to modify or amend (including any term or provision costs of this Agreement. Each of Buyer arbitration and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c2.6 of the Purchase Agreement), as applicable, thenand (C) the Asserting Party shall be solely entitled to all benefits and remedies, if any, resulting from the outcome of such final Purchase Price is disputed item, with no further obligations owed to the Non-Asserting Party. (ic) more than To the extent that a Party receives amounts from Sellers under the Purchase Price set forth in Agreement, from the Preliminary Settlement StatementEscrow Agent under the Escrow Agreement, Buyer shall pay or as recovery under the R&W Insurance Policy pursuant to a bank account in the United States designated by Seller by notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such differenceR&W Claim, in each case, by wire transfer in immediately available funds no later than which are owed to the fifth Business Day (other Party or if laterto which the other Party is entitled, such receiving Party shall promptly notify the third Business Day after other Party and shall promptly pay over such amount to the other Party to receive funds notifies the Party to pay funds of the account) after the date which such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6amounts are owed.

Settlement Statements. (a) SellerThe Seller shall, Tioga and Buyer or shall cooperate and provide each other accesscause the Servicer to, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No later than five (5) Business Days prior to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate of the Purchase Price reflecting each proposed adjustment to be made submit to the Base Purchase Price in accordance with Section 2.2 as of the date of preparation (the “Preliminary Settlement Statement”), together with the designation of Seller’s accounts for the wire transfers of funds. Seller shall supply to Administrator and each Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller, and a brief explanation of any such adjustments and the reasons therefor. Within Agent not less than two (2) Business Days prior to each Settlement Date, a Settlement Statement signed by a Responsible Officer dated as of receipt such Settlement Date and including information in respect of the draft Preliminary Receivables Pool as of the last day of the Accounting Period most recently completed. The execution and delivery of any Settlement StatementStatement shall constitute a representation and warranty by the Seller and the Servicer that the information contained therein is true and correct as of the date thereof. Such Settlement Statement shall be accompanied by such other information as the Administrator or the Buyer Agents may reasonably request. Subject to the terms and conditions of this Agreement, if the Seller requests on a Settlement Statement relating to a Settlement Period then ending that the Aggregate Net Investment be increased to an amount in excess of the Aggregate Net Investment as of the Settlement Date relating to the immediately preceding Settlement Period, each Buyer will deliver shall initiate a wire transfer to Seller a written report containing all changes with not later than 3:00 P.M. (New York time) on the explanation thereof that Buyer proposes Settlement Date relating to be made to such estimated amounts. Such estimated amounts, as agreed by the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either Settlement Period then ending its Pro Rata Portion of such estimated amounts, then the amount of such estimated amount used increase in the Aggregate Net Investment; provided, that such increase in the Aggregate Net Investment shall not cause (i) the Aggregate Net Investment to adjust exceed the Base Purchase Price at Closing shall be that estimated amount set forth Aggregate Maximum Net Investment then in good faith and initially delivered by effect or (ii) the Net Investment of a Buyer to exceed the Maximum Net Investment of such Buyer then in effect. The Seller to Buyer pursuant to this may request a reduction in the Net Investment in accordance with Section 2.6(a2.03(b). (b) Within 45 days after ClosingNotwithstanding the foregoing paragraph, with respect to any increase in the Aggregate Net Investment requested by the Seller shall provide pursuant to subsection (a) above that would cause the Aggregate Buyers’ Allocation to exceed one hundred percent (100%), any Buyer with may, in its good faith final calculation sole discretion by written notice (a “Deferred Purchase Notice”) delivered to the Seller and the Administrator, elect to fund its Pro Rata Portion of such requested increase on or before the actual amounts 35th day (or, if such day is not Business Day, the next succeeding Business Day) following the Seller’s request for each of the estimated amounts required by Section 2.6(a) such increase (such day, the “Final Settlement StatementDeferred Purchase Date”), based rather than on actual adjustments to the Base Purchase Price Settlement Date requested by the Seller in such request (other than adjustments pursuant to Section 2.2(b)) and that takes into account all final adjustments made to the Base Purchase Price in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)any Buyer making such an election, a “Deferring Buyer”). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Each Deferred Purchase Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall be deemed agreed to delivered by the Parties. If applicable Deferring Buyer fails to timely deliver a Dispute Notice the Seller and the Administrator not later than one (1) Business Day prior to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon Date requested by the Parties, Seller for such increase and will, without limiting Section 2.6(c), be final and binding on shall specify the Parties and not subject to further audit applicable Deferred Purchase Date if earlier than the 35th day (or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)next succeeding Business Day) shall, without limiting Section 2.6(c), be final and binding on the Parties heretospecified above. (c) If No Deferring Buyer and shall be obligated to fund its Pro Rata Portion of the increase in the Aggregate Net Investment requested by the Seller working in good faith are unable pursuant to agree on such disputed items on or prior subsection (a) above that would cause the Aggregate Buyers’ Allocation to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(cexceed one hundred percent (100%), another firm until the applicable Deferred Purchase Date. A Deferring Buyer shall fund its Pro Rata Portion of independent public accountants, mutually acceptable to Buyer and Seller (such increase on the “Accounting Referee”), which firm shall make a final and binding determination applicable Deferred Purchase Date so long as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not submit its objection conditions precedent to such disputed items to the Accounting Referee on or prior to the 30th day following the date on which the Accounting Referee is finally selectedincrease set forth herein (including, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereunder. (d) Once the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) has been agreed (or deemed agreed) upon by the Parties pursuant to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c)without limitation, as applicable, then, if such final Purchase Price is (i) more than the Purchase Price those set forth in the Preliminary Settlement Statement, Buyer shall pay to a bank account in the United States designated by Seller by notice to Buyer the amount of Section 4.03) are satisfied on such difference or (ii) less than the Deferred Purchase Price set forth in the Preliminary Settlement Statement, Date. The Seller shall pay be obligated to accept the proceeds of any Net Investment when funded by a bank account Deferring Buyer on the applicable Deferred Purchase Date in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to accordance with this Section 2.6subsection.”

Settlement Statements. (a1) Seller, Tioga and Buyer shall cooperate and provide each other access, including through electronic means, to Seller’s, Tioga’s and the Water Gathering Company’s respective books and records as are reasonably requested in connection with the matters addressed in this Section 2.6. No later than five (5) Business Days prior to Closing, Seller shall prepare and provide Buyer with Seller’s good faith estimate of the Purchase Price reflecting each proposed adjustment to be made to the Base Purchase Price in accordance with Section 2.2 as of the date of preparation A preliminary settlement statement (the “Preliminary Settlement Statement”) for each Contract Month (the “Settlement Month”) shall be made available within ten Business Days after the last day of the month immediately following such Settlement Month to the Participant on a website (to be provided) (the “Settlement Website”). The Preliminary Settlement Statement will set out the Monthly Payment for that Settlement Month, together with as well as any other payments owing under this Agreement by either Party to the designation of Seller’s accounts other. An invoice (the “Invoice”) for amounts owed to or by the wire transfers of funds. Seller shall supply to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the items for which adjustments are proposed or made in Participant as per the Preliminary Settlement Statement delivered by Seller, and a brief explanation of any such adjustments and will be made available to the reasons therefor. Within two Participant at the same time on the Settlement Website. (2) Business Days of receipt of the draft Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation thereof that Buyer proposes to be made to such estimated amounts. Such estimated amounts, as agreed by the Parties, will be used to adjust the Base Purchase Price at Closing; provided that if the Parties do not agree upon either of such estimated amounts, then the amount of such estimated amount used to adjust the Base Purchase Price at Closing shall be that estimated amount set forth in good faith and initially delivered by Seller to Buyer pursuant to this Section 2.6(a). (b) Within 45 days after Closing, Seller shall provide Buyer with its good faith A final calculation of the actual amounts for each of the estimated amounts required by Section 2.6(a) settlement statement (the “Final Settlement Statement”)) for the Settlement Month will be made available 20 Business Days after the last day of the month immediately following such Settlement Month to the Participant on the Settlement Website, based on actual which Final Settlement Statement shall contain adjustments to the Base Purchase Price Preliminary Settlement Statement (other than if any) for arithmetic or process errors identified at that time. Payment for those adjustments (if any) shall be included in the next Invoice. If no further Preliminary Settlement Statement and Invoice are to be issued pursuant to Section 2.2(b)this Agreement at the time that such adjustment is determined, then a supplementary Preliminary Settlement Statement and Invoice shall be prepared and made available on the Settlement Website.‌ (3) Notwithstanding the foregoing and notwithstanding Exhibit E, payment of all or any part of the Monthly Payment may be withheld where the OPA is not satisfied that takes into account all final adjustments made to the Base Purchase Price Curtailment in respect of which such amount is being withheld was a bona fide and verified Curtailment in accordance with Section 2.2 and shows the resulting final Purchase Price (excluding adjustments pursuant to Section 2.2(b)). If Buyer disagrees with any of the calculations provided by Seller pursuant to the Final Settlement Statement, then it shall provide Seller with written notice thereof (a “Dispute Notice”) within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. Any changes not specified in the Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall be deemed agreed to by the Parties. If Buyer fails to timely deliver a Dispute Notice to Seller, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 2.6(c), be final and binding on the Parties and not subject to further audit or arbitration. If the final Purchase Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the final Purchase Price (other than adjustments pursuant to Section 2.2(b)) shall, without limiting Section 2.6(c), be final and binding on the Parties hereto. (c) If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if that firm declines to act as provided in this Section 2.6(c), another firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Accounting Referee”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Referee handling the dispute resolution shall not have the power to modify or amend any term or provision provisions of this Agreement. Each of Buyer and Seller shall bear and pay one-half of If the fees and other costs charged by such accounting firmOPA so withholds payment, the OPA will deliver a written notice to the Participant together with its reasons for withholding payment. If Buyer does not submit its objection to such disputed items the Participant subsequently satisfies the OPA that the Curtailment was bona fide and verified, the OPA shall pay the withheld amount to the Accounting Referee on or prior to Participant in the 30th day following the date on which the Accounting Referee is finally selected, then Seller’s calculations as to such disputed items shall become final and binding upon the Parties for all purposes hereundernext Invoice. (d4) Once the final Purchase Price (other than adjustments pursuant This Section 6.3 and 6.4 are subject to Section 2.2(b)) has been agreed (or deemed agreed) upon change by the Parties pursuant OPA from time to this Section 2.6 or determined by the Accounting Referee pursuant to Section 2.6(c), as applicable, then, if such final Purchase Price is (i) more than the Purchase Price set forth in the Preliminary Settlement Statement, Buyer shall pay to a bank account in the United States designated by Seller by time upon reasonable prior written notice to Buyer the amount of such difference or (ii) less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay to a bank account in the United States designated by Buyer by notice to Seller the amount of such difference, in each case, by wire transfer in immediately available funds no later than the fifth Business Day (or if later, the third Business Day after the Party to receive funds notifies the Party to pay funds of the account) after the date such final Purchase Price is agreed, or deemed agreed, pursuant to this Section 2.6Participant.