FEES, ETC. THE BASE PURCHASE PRICE IS NET OF
ANY SALES TAXES OR OTHER TRANSFER TAXES.
BUYER SHALL BE LIABLE FOR ANY SALES
TAX OR OTHER TRANSFER TAX AS WELL AS ANY APPLICABLE CONVEYANCE, TRANSFER AND
RECORDING FEES.
IF SELLER IS REQUIRED BY APPLICABLE STATE LAW TO REPORT AND PAY
THESE TAXES OR FEES, BUYER SHALL PROMPTLY REIMBURSE SELLER IN FULL PAYMENT OF
THE INVOICE.
(C)
SEVERANCE TAXES.
ALL PRODUCTION, SEVERANCE OR EXCISE TAXES,
CONSERVATION FEES AND OTHER SIMILAR TAXES OR FEES (OTHER THAN INCOME TAXES)
PAYABLE ON A CURRENT BASIS WITH RESPECT TO OIL AND GAS PRODUCED AND SOLD FROM
THE ASSETS ("SEVERANCE TAXES") SHALL BE ALLOCATED TO SELLER TO THE EXTENT THE
PRODUCTION ON WHICH SUCH TAXES ARE BASED OCCURS PRIOR TO THE EFFECTIVE TIME AND
SHALL BE ALLOCATED TO BUYER TO THE EXTENT SUCH PRODUCTION OCCURS AFTER THE
EFFECTIVE TIME.
4.4
POST-CLOSING ADJUSTMENTS.
(A)
A POST-CLOSING ADJUSTMENT STATEMENT (THE "POST-CLOSING ADJUSTMENT
STATEMENT") BASED ON THE ACTUAL INCOME AND EXPENSES SHALL BE PREPARED AND
DELIVERED BY SELLER TO BUYER WITHIN NINETY (90) DAYS AFTER THE CLOSING,
PROPOSING FURTHER ADJUSTMENTS TO THE CALCULATION OF THE PURCHASE PRICE BASED ON
THE INFORMATION THEN AVAILABLE.
SELLER OR BUYER, AS THE CASE MAY BE, SHALL BE
GIVEN ACCESS TO AND SHALL BE ENTITLED TO REVIEW AND AUDIT THE OTHER PARTY'S
RECORDS PERTAINING TO THE COMPUTATION OF AMOUNTS CLAIMED IN SUCH POST-CLOSING
ADJUSTMENT STATEMENT.
(B)
WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THE POST-CLOSING
ADJUSTMENT STATEMENT, BUYER SHALL DELIVER TO SELLER A WRITTEN STATEMENT
DESCRIBING IN REASONABLE DETAIL ITS OBJECTIONS (IF ANY) TO ANY AMOUNTS OR ITEMS
SET FORTH ON THE POST-CLOSING ADJUSTMENT STATEMENT.
IF BUYER DOES NOT RAISE
OBJECTIONS WITHIN SUCH PERIOD, THEN THE POST-CLOSING ADJUSTMENT STATEMENT SHALL
BECOME FINAL AND BINDING UPON THE PARTIES AT THE END OF SUCH PERIOD.
(C)
IF BUYER RAISES OBJECTIONS, THE PARTIES SHALL NEGOTIATE IN GOOD
FAITH TO RESOLVE ANY SUCH OBJECTIONS.
IF THE PARTIES ARE UNABLE TO RESOLVE ANY
DISPUTED ITEM WITHIN THIRTY (30) DAYS AFTER BUYER'S RECEIPT OF THE POST-CLOSING
ADJUSTMENT STATEMENT, ANY DISPUTED ACCOUNTING ITEM SHALL BE SUBMITTED TO A
NATIONALLY RECOGNIZED INDEPENDENT ACCOUNTING FIRM MUTUALLY AGREEABLE TO THE
PARTIES WHO SHALL BE INSTRUCTED TO RESOLVE SUCH DISPUTED ITEM WITHIN THIRTY (30)
DAYS.
THE RESOLUTION OF DISPUTES BY THE ACCOUNTING FIRM SO SELECTED SHALL BE
SET FORTH IN WRITING AND SHALL BE CONCLUSIVE, BINDING AND NON-APPEALABLE UPON
THE PARTIES WITH RESPECT TO THE ACCOUNTING MATTERS SUBMITTED AND THE
POST-CLOSING ADJUSTMENT STATEMENT SHALL BECOME FINAL AND BINDING UPON THE
PARTIES ON THE DATE OF SUCH RESOLUTION.
THE FEES AND EXPENSES OF SUCH
ACCOUNTING FIRM SHALL BE PAID ONE-HALF BY BUYER AND ONE-HALF BY SELLER.
(D)
AFTER THE POST-CLOSING ADJUSTMENT STATEMENT HAS BECOME FINAL AND
BINDING ON THE PARTIES, SELLER OR BUYER, AS THE CASE MAY BE, SHALL PAY TO THE
OTHER SUCH SUMS AS ARE DUE TO SETTLE ACCOUNTS BETWEEN THE PARTIES DUE TO
DIFFERENCES BETWEEN THE ESTIMATED PURCHASE PRICE
10
PAID PURSUANT TO THE CLOSING ADJUSTMENT STATEMENT AND THE ACTUAL PURCHASE PRICE