Final Settlement Statement. Within ninety (90) days after the Closing Date (such 90th day, the “Final Settlement Date”), Seller will prepare a proposed final settlement statement (the “Final Settlement Statement”), which shall take into account all final adjustments made to the Purchase Price and shows the resulting final adjusted Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual adjustments required under Section 2.3. As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement (the “Review Period”), Buyer shall deliver to Seller 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”). If Buyer fails to timely deliver a Dispute Notice to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, 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 7.2(c)], be final and binding on the Parties and not subject to further audit or arbitration. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the Final Price shall, without limiting [Section 7.2(c)], be final and binding on the Parties hereto. Any disputed items included in a Dispute Notice regarding the Final Settlement Statement shall be resolved as provided in Section 2.4(c).

Final Settlement Statement. Within ninety (90) days after the Closing Date (such 90th day, the “Final Settlement Date”), Seller will prepare a proposed final settlement statement (the “Final Settlement Statement”), which shall take into account all final adjustments made to the Purchase Price and shows the resulting final adjusted Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual adjustments required under Section 2.4. As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement (the “Review Period”), Buyer shall deliver to Seller 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”). If Buyer fails to timely deliver a Dispute Notice to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, 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 7.2(c), be final and binding on the Parties and not subject to further audit or arbitration. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the Final Price shall, without limiting Section 7.2(c), be final and binding on the Parties hereto. Any disputed items included in a Dispute Notice regarding the Final Settlement Statement shall be resolved as provided in Section 2.5(c).

Final Settlement Statement. Within ninety (90) days after the Closing Date (such 90th day, the “Final Settlement Date”), Sellers will prepare a proposed final settlement statement (the “Final Settlement Statement”), which shall take into account all final adjustments made to the Purchase Price and shows the resulting final adjusted Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual adjustments required under Section 2.3. As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement (the “Review Period”), Buyer shall deliver to Sellers 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”). If Buyer fails to timely deliver a Dispute Notice to Sellers containing changes Buyer proposes to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Sellers will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 7.2(c), be final and binding on the Parties and not subject to further audit or arbitration. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Sellers and Buyer, the Final Settlement Statement and the Final Price shall, without limiting Section 7.2(c), be final and binding on the Parties hereto. Any disputed items included in a Dispute Notice regarding the Final Settlement Statement shall be resolved as provided in Section 2.4(c).

Final Settlement Statement. Within ninety (90) days after the Closing Date (such 90th day, the “Final Settlement Date”), Sellers will prepare a proposed final settlement statement (the “Final Settlement Statement”), which shall take into account all final adjustments made to the Purchase Price and shows the resulting final adjusted Purchase Price (“Final Price”). The Final Settlement Statement shall set forth the actual adjustments required under Section 2.4. As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement (the “Review Period”), Buyer shall deliver to Sellers 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”). If Buyer fails to timely deliver a Dispute Notice to Sellers containing changes Buyer proposes to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Sellers will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section 7.2(c), be final and binding on the Parties and not subject to further audit or arbitration. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Sellers and Buyer, the Final Settlement Statement and the Final Price shall, without limiting Section 7.2(c), be final and binding on the Parties hereto. Any disputed items included in a Dispute Notice regarding the Final Settlement Statement shall be resolved as provided in Section 2.5(c).

No later than three (3) Business Days prior to the Closing Date, Seller will in good faith prepare (as a reasonable and prudent Person) and provide to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”) identifying all adjustments to the Purchase Price, without duplication, known by Seller to be made at Closing, in accordance with this Agreement and as of the time of the preparation of the Preliminary Settlement Statement (including reasonable estimates of any such amounts where actual amounts are not available). After the delivery of the Preliminary Settlement Statement to Buyer and prior to the Closing, Seller shall consult in good faith with Buyer regarding any reasonable changes to the Preliminary Settlement Statement proposed by Buyer prior to the Closing. Without limiting Section 2.5, the Preliminary Settlement Statement, as agreed upon in writing by Seller and Buyer, will be used to adjust the Purchase Price at Closing; provided, however, that if Seller and Buyer cannot agree in writing on the Preliminary Settlement Statement prior to Closing, then the Preliminary Settlement Statement proposed by Seller, taking into account any adjustments thereto agreed to by the Parties, will be used to adjust the Purchase Price at Closing. Seller and Buyer acknowledge that some items in the Preliminary Settlement Statement may be estimates or otherwise subject to change in the Final Settlement Statement. The adjusted Purchase Price, as reflected in the Preliminary Settlement Statement in accordance with this Section 2.4(a), is referred to as the “Closing Adjusted Purchase Price”.

On or before the ninetieth (90th) day after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth a detailed calculation of the actual Purchase Price Adjustments (the “Accounting Statement”). The Accounting Statement shall include any adjustment or payment which was not finally determined as of the Closing Date, including any Gas Imbalances, and the allocation of revenues and expenses as determined in accordance with [Section 12.02]. Seller shall provide Buyer such data and information as Buyer reasonably may request supporting the amounts reflected on the Accounting Statement to permit Buyer to agree to the Accounting Statement. The Accounting Statement shall become final and binding on the Parties on the thirtieth (30th) day following receipt by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to that date, and upon such Notice of Disagreement, the Accounting Statement will be final and binding with respect to all matters other than those specified in the Notice of Disagreement. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute evidenced by the Notice of Disagreement in accordance with [Article XVIII].

If the amount of the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the Purchase Price as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing on or before the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall refund to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing on or before the third (3rd) Business Day after the Final Settlement Date (or within the third (3rd) Business Day of resolution of the Final Statement by an Independent Expert, if applicable). For purposes of this Agreement, the term “Final Statement” means # the final Accounting Statement as finalized pursuant to [Section 14.02(a), or (ii)])] upon resolution of any Dispute regarding a Notice of Disagreement, the final Accounting Statement reflecting those resolutions.

Payment of Post-Closing Adjustments. Any adjustments to the Purchase Price as reflected in the Final Settlement Statement will be offset against each other so that only one payment is required between the Parties. Any such adjustment made post-Closing shall be paid only in cash. If the Final Price is less than the Closing Adjusted Price, then Seller shall pay Buyer cash in the amount determined pursuant to this Section 2.5(b), and if the Final Price is more than the Closing Adjusted Price, then Buyer shall pay Seller cash in the amount determined pursuant to this Section 2.5(b). The adjustments contemplated in this Section 2.5(b) shall be made within five (5) Business Days following the date (the “Final Settlement Determination Date”) upon which all matters in the proposed Final Settlement Statement (including any Title Disputes) are either # agreed upon by the Seller and Buyer in writing, # deemed accepted by Buyer at the end of the Review Period pursuant to Section 2.5(a), or (C) finally determined by the Accounting Consultant in accordance with Section 2.5(c), as applicable.