AMOUNTS (WITHOUT DUPLICATION):
(I)
WITHOUT DUPLICATION OF ANY OTHER AMOUNTS
SET FORTH IN THIS SECTION 2.3(B)(I), THE AMOUNT OF ALL TAX, IF ANY, PRORATED TO
QUICKSILVER IN ACCORDANCE WITH THIS AGREEMENT BUT PAYABLE BY BREITBURN;
(II)
TO THE EXTENT THAT QUICKSILVER OR ANY OF
ITS AFFILIATES (INCLUDING ANY ACQUIRED COMPANY) IS OVERPRODUCED OR HAS AN
UNDER-DELIVERED POSITION WITH RESPECT TO ANY ACQUIRED ASSET AS OF THE EFFECTIVE
TIME, AS COMPLETE AND FINAL SETTLEMENT BETWEEN QUICKSILVER AND BREITBURN WITH
RESPECT TO ALL SUCH IMBALANCES (BUT WITHOUT LIMITING BREITBURN'S ASSUMPTION OF
THE ASSUMED LIABILITIES), THE SUM OF THE GAS STRIP PRICE PER MMBTU INCLUDED IN
SUCH IMBALANCES;
(III)
AN AMOUNT EQUAL TO THE SUSPENDED FUNDS, AS
CONTEMPLATED IN SECTION 2.8; AND
(IV)
ANY OTHER AMOUNT PROVIDED FOR ELSEWHERE IN
THIS AGREEMENT REGARDING THE QRI ASSETS OR OTHERWISE AGREED UPON BY QUICKSILVER
AND BREITBURN.
Section 2.4
Adjustment to Initial
Consideration Regarding Transferred Companies. Not less than three (3) Business
Days prior to the Closing Date, Quicksilver shall deliver to BreitBurn, in the
Preliminary Settlement Statement, Quicksilver's good faith estimate of the
following, as of the close of business on the Closing Date:
(a) the Net Working
Capital of the Transferred Companies (the "Estimated Net Working Capital") and
(b) all of the cash and cash equivalents of the Transferred Companies as of the
Closing Date (excluding cash proceeds received with respect to any casualty
event or loss incurred on or after the date hereof and prior to the Effective
Time and any cash to be eliminated at Closing pursuant to Section 6.7)
(collectively, the "Estimated Cash"). At Closing, the Initial Consideration
shall be (x) increased or decreased by the amount of the Estimated Net Working
Capital Adjustment, as the case may be, depending on whether the Estimated Net
Working Capital Adjustment is a positive or negative number and (y) increased by
the amount of the Estimated Cash.
Section 2.5
Adjustment Methodology;
Preliminary Settlement Statement; Final Settlement Statement.
(A)
ACTUAL FIGURES AND ESTIMATES. FOR PURPOSES
OF THE ADJUSTMENTS DESCRIBED IN THIS ARTICLE II, WHEN AVAILABLE, ACTUAL FIGURES
WILL BE USED FOR ALL ADJUSTMENTS TO THE INITIAL CONSIDERATION AT CLOSING. TO THE
EXTENT ACTUAL FIGURES ARE NOT AVAILABLE, ESTIMATES WILL BE USED SUBJECT TO FINAL
ADJUSTMENTS IN ACCORDANCE WITH THE TERMS HEREOF.
(B)
PRELIMINARY SETTLEMENT STATEMENT. NOT LESS
THAN THREE (3) BUSINESS DAYS PRIOR TO CLOSING, QUICKSILVER SHALL PREPARE AND
SUBMIT TO BREITBURN FOR REVIEW A DRAFT SETTLEMENT STATEMENT THAT SHALL SET FORTH
THE CLOSING DATE CONSIDERATION, REFLECTING EACH ADJUSTMENT TO THE INITIAL
CONSIDERATION MADE IN ACCORDANCE WITH SECTIONS 2.3, 2.4, 6.12, 6.13 AND 6.14,
THE
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CALCULATION OF THE ADJUSTMENTS USED TO DETERMINE SUCH AMOUNTS (INCLUDING,
WITHOUT LIMITATION, A STATEMENT OF THE ADJUSTMENTS CONTEMPLATED UNDER
SECTION 2.3, A STATEMENT OF THE ESTIMATED NET WORKING CAPITAL AND ESTIMATED
CASH, ADJUSTMENTS RELATIVE TO TITLE DEFECTS AND TITLE BENEFITS, ADJUSTMENTS
RELATIVE TO ENVIRONMENTAL DEFECTS, AND ANY ADJUSTMENTS ATTRIBUTABLE TO THE
PRE-CLOSING EXERCISE OF ANY PREFERENTIAL PURCHASE RIGHTS, AS DESCRIBED IN
SECTION 6.13) (THE "PRELIMINARY SETTLEMENT STATEMENT"). WITHIN