(ii) the amount of any Property Taxes allocated to Sellers pursuant to Section 11.2(a) that are unpaid as of the Closing Date and paid or payable by Buyer;
(iii) an amount equal to the value of imbalances (gathering, processing, transportation or otherwise) that are associated with the Assets owed by Sellers as of the Closing Date, with the value to be based on the Gas Daily published price for the Carthage Hub as of the Business Day immediately prior to the Closing Date; and
(iv) any other amount expressly provided for elsewhere in this Agreement (including Section 2.6) or otherwise agreed upon in writing by Sellers and Buyer as a downward adjustment to the Purchase Price.
3.4 Adjustment Methodology. When available, actual figures will be used for the adjustments to the Purchase Price at Closing. To the extent actual figures are not available, estimates will be used, subject to final adjustments in accordance with Section 3.3 and Section 3.6.
3.5 Preliminary Settlement Statement. No later than five (5) Business Days prior to the Closing Date, Sellers shall submit to Buyer a preliminary settlement statement setting forth Sellers good faith computation of the adjustments to the Purchase Price pursuant to Section 3.3 (the Preliminary Settlement Statement). Sellers shall provide Buyer reasonably sufficient data and information supporting the amounts reflected on the Preliminary Settlement Statement (and reasonable access to Sellers Representatives) to permit Buyer to perform or cause to be performed an audit of the Preliminary Settlement Statement. Buyer shall have two (2) Business Days following its receipt thereof to review the Preliminary Settlement Statement. On the Business Day following expiration of such review period, Buyer may submit a written report containing any changes Buyer proposes to be made to the Preliminary Settlement Statement. The Parties shall attempt in good faith to agree on a final Preliminary Settlement Statement and Adjusted Purchase Price no later than one (1) Business Day prior to Closing. If the Parties are unable to agree on an adjustment set forth in the Preliminary Settlement Statement one (1) Business Day prior to Closing, then the amount of such adjustment used to adjust the Purchase Price at Closing shall be the amount set forth in the Preliminary Settlement Statement delivered by Sellers pursuant to this Section 3.5, with such adjustments as the Parties have agreed.
3.6 Tax Allocation. The Purchase Price (as determined for U.S. federal income Tax purposes), shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). Within sixty (60) days after the Closing, Buyer shall deliver a draft allocation for Sellers approval, which approval shall not be unreasonably withheld. Buyer and Sellers shall work in good faith to resolve any disputes relating to the allocation. If Buyer and Sellers are unable to resolve any such dispute within twenty (20) days of Buyers delivery of the draft allocation to Sellers, such dispute shall be resolved promptly by the Accounting Referee, the costs of which shall be borne equally by Buyer, on one hand, and Sellers, on the other hand. If the Adjusted Purchase Price is further adjusted pursuant to the provisions of this Agreement, the allocation shall be adjusted in a manner consistent with the procedures set forth in this Section 3.6. Buyer and Sellers agree that they will file all Tax Returns (including IRS Form