CARRY OUT THEIR
OBLIGATIONS UNDER THIS AGREEMENT.
10.3
POST CLOSING OBLIGATIONS.
NOBLE SHALL, AS SOON
AS IS REASONABLY POSSIBLE AFTER THE CLOSING, BUT IN EVENT WITHIN 30 BUSINESS
DAYS THEREAFTER, DELIVER TO PURCHASER, AT NOBLE'S OFFICES, THE RECORDS (IT BEING
UNDERSTOOD AND AGREED THAT NOBLE SHALL BE ENTITLED TO RETAIN A COPY OF THE
RECORDS AND SHALL GRANT ACCESS TO THE RECORDS TO PURCHASER UNTIL SAME ARE
DELIVERED TO PURCHASER).
ARTICLE 11
ADDITIONAL AGREEMENTS
11.1
CALCULATION OF ADJUSTED PURCHASE PRICE.
WITHIN
NINETY (90) DAYS AFTER THE CLOSING DATE, NOBLE SHALL PREPARE IN GOOD FAITH, IN
ACCORDANCE WITH THIS AGREEMENT AND WITH GAAP, AND DELIVER TO PURCHASER A
STATEMENT SETTING FORTH EACH ADJUSTMENT TO THE PURCHASE PRICE REQUIRED PURSUANT
TO SECTION 2.2 AND SHOWING THE CALCULATION OF EACH SUCH ADJUSTMENT.
WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF SUCH STATEMENT FROM NOBLE, PURCHASER SHALL
DELIVER TO NOBLE A WRITTEN REPORT CONTAINING ALL CHANGES WITH EXPLANATIONS
THEREFOR THAT PURCHASER PROPOSES BE MADE TO SUCH STATEMENT, IT BEING AGREED THAT
PURCHASER'S FAILURE TO DELIVER SUCH REPORT TO NOBLE WITHIN SUCH TIME PERIOD
SHALL CONSTITUTE ACCEPTANCE BY PURCHASER OF NOBLE'S STATEMENT.
FROM AND AFTER
THE EXPIRATION OF SUCH 30-DAY PERIOD, NO ADDITIONAL CHANGES TO THE STATEMENT
PROVIDED BY NOBLE SHALL BE CONSIDERED BY THE PARTIES.
IF PURCHASER HAS TIMELY
DELIVERED SUCH WRITTEN REPORT TO NOBLE, THE
28
PARTIES SHALL THEN UNDERTAKE TO AGREE ON THE ITEMS IN DISPUTE AND THE FINAL
ADJUSTED PURCHASE PRICE NO LATER THAN THIRTY (30) DAYS AFTER THE RECEIPT BY
NOBLE OF PURCHASER'S STATEMENT OF PROPOSED CHANGES.
FOLLOWING THE FINAL
DETERMINATION OF THE ADJUSTED PURCHASE PRICE PURSUANT TO THIS SECTION 11.1,
NOBLE OR PURCHASER, AS THE CASE MAY BE, SHALL MAKE THE PAYMENT REQUIRED PURSUANT
TO SECTION 2.5.
11.2
SUSPENDED FUNDS.
NOBLE HAS PROVIDED TO PURCHASER
A LISTING SHOWING ALL PROCEEDS FROM PRODUCTION ATTRIBUTABLE TO THE LEASEHOLD
INTERESTS THAT ARE CURRENTLY HELD IN SUSPENSE AND AT THE CLOSING NOBLE SHALL
TRANSFER TO PURCHASER SUCH SUSPENDED PROCEEDS. PURCHASER SHALL BE RESPONSIBLE
FOR PROPER DISTRIBUTION OF ALL SUCH SUSPENDED PROCEEDS TO THE PARTIES LAWFULLY
ENTITLED TO THEM, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS NOBLE
FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO SUCH SUSPENDED
PROCEEDS.
11.3
RECEIPTS AND CREDITS.
SUBJECT TO THE TERMS
HEREOF AND EXCEPT TO THE EXTENT SAME HAVE ALREADY BEEN TAKEN INTO ACCOUNT AS AN
ADJUSTMENT TO THE PURCHASE PRICE, ALL MONIES, PROCEEDS, RECEIPTS, CREDITS AND
INCOME ATTRIBUTABLE TO THE ASSETS (A) FOR ALL PERIODS OF TIME SUBSEQUENT TO THE
EFFECTIVE TIME, SHALL BE THE SOLE PROPERTY AND ENTITLEMENT OF PURCHASER, AND, TO
THE EXTENT RECEIVED BY NOBLE, NOBLE SHALL FULLY DISCLOSE, ACCOUNT FOR AND
TRANSMIT SAME TO PURCHASER PROMPTLY AND (B) FOR ALL PERIODS OF TIME PRIOR TO THE
EFFECTIVE TIME, SHALL BE THE SOLE PROPERTY AND ENTITLEMENT OF NOBLE AND, TO THE
EXTENT RECEIVED BY PURCHASER, PURCHASER SHALL FULLY DISCLOSE, ACCOUNT FOR AND
TRANSMIT SAME TO NOBLE PROMPTLY.
SUBJECT TO THE TERMS HEREOF AND EXCEPT TO THE
EXTENT SAME