Common use of Accounting Adjustments Clause in Contracts

Accounting Adjustments. (a) Subject to Sections 2.2(b) and 2.3, appropriate adjustments shall be made between Buyer and Seller so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of making the adjustments contemplated by Section 2.2(a): (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This oil will be valued at Seller’s June 1, 2022 weighted average sales price for like production from the Oil and Gas Properties; (ii) ad valorem taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and (iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections Section 2.2(b) ), and 2.3in addition to other adjustments to the Purchase Price provided for in this Agreement, appropriate adjustments shall be made between Buyer and Seller Sellers so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead administrative charges under applicable operating agreements, and all other overhead charges operating costs actually charged by third parties) for work done in the operation of the Properties on or after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportationgathering, processing transportation charges as well as production, severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties on or after the Effective Date and any Suspense Funds will be received by Buyer; , and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller Sellers and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas gas, or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at ClosingSellers. (b) For purposes of It is agreed that, in making the adjustments contemplated by Section 2.2(a): (i) oil Oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks tanks, but without taking into account tank bottom sediment and water, located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be valued at Seller’s June 1based on the best available data, 2022 weighted average sales price for like production from the Oil and Gas Properties;which may include estimates), (ii) ad valorem taxes Taxes assessed with respect to a period which begins before and ends on or after the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); , and (iii) no consideration shall be given to the local, state state, or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections 2.2(b) and 2.3, appropriate Appropriate adjustments shall be made between Buyer and Seller so that: that (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done which are incurred in the operation of the Properties after the Effective Date will be borne by Buyer, and all proceeds (net of applicable production, severance, and similar taxes) from the sale of oil, gas or other minerals, produced from the Oil and Gas Properties after the Effective Date will be received by Buyer, including any settlements from the hedge contract set forth on Exhibit 7.9.1 and (ii) all expenses which are incurred in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere . It is agreed that, in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of making the adjustments contemplated by Section 2.2(a): such adjustments: (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be valued at Seller’s June 1based on the best available data, 2022 weighted average sales price for like production from the Oil and Gas Properties; which may include estimates), (ii) ad valorem taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and , such proration to be adjusted after Closing in the event actual ad valorem taxes are different than projected, with appropriate payments from Seller to Buyer or from Buyer to Seller, as the case may be, (iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections Section 2.2(b) ), and 2.3in addition to other adjustments to the Purchase Price provided for in this Agreement, appropriate adjustments shall be made between Buyer and Seller LP Sellers so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead administrative charges under applicable operating agreements, and all other overhead charges operating costs actually charged by third parties) for work done in the operation of the LP Properties on or after the Effective Date will be borne by Buyer, and all proceeds (net of applicable gathering, transportation charges as well as production, severance, and similar Taxes) from the sale of oil, gas or other minerals produced from the LP Oil and Gas LP Properties on or after the Effective Date will be received by Buyer, and (ii) all expenses for work done in the operation of the LP Properties before the Effective Date will be borne by Seller LP Sellers and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas gas, or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at ClosingLP Sellers. (b) For purposes of It is agreed that, in making the adjustments contemplated by Section 2.2(a): (i) oil Oil which was produced from the LP Oil and Gas Properties and which was, on the Effective Date, stored in tanks tanks, but without taking into account tank bottom sediment and water, located on the LP Oil and Gas Properties (or located elsewhere but used to store oil produced from the LP Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be valued at Seller’s June 1based on the best available data, 2022 weighted average sales price for like production from the Oil and Gas Properties;which may include estimates), (ii) ad valorem taxes Taxes assessed with respect to a period which begins before and ends on or after the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); , and (iii) no consideration shall be given to the local, state state, or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections Section 2.2(b) and 2.3), appropriate adjustments shall be made between Buyer and Seller so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; , and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of It is agreed that, in making the adjustments contemplated by Section 2.2(a): (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery delivery (ii) to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be based on the best available data, which may include estimates) (with the stored crude oil produced before the Effective Date valued at Seller’s June 1, 2022 weighted average sales the price for like production from the Oil and Gas Properties;month such oil was sold (or, if not sold yet, the price for the month in which such oil can reasonably be expected to be delivered to the purchaser thereof)), (iiiii) ad valorem taxes Taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); , and (iiiiv) no consideration shall be given to the local, state or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections Section 2.2(b) ), and 2.3in addition to other adjustments to the Purchase Price provided for in this Agreement including, without limitation, adjustments due to Title Defects and/or Environmental Defects or the exclusion of certain Oil and Gas Properties from this transaction or from assignment at Closing, appropriate adjustments shall be made between Buyer and Seller Sellers so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead administrative charges under applicable operating agreements, and all other overhead charges operating costs actually charged by third parties) for work done in the operation of the Properties on or after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportationgathering and transportation charges deducted or netted by the purchaser of production, processing as well as production, severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties on or after the Effective Date and any Suspense Funds will be received by Buyer; , and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties Properties, or otherwise attributable to the ownership or operation of the Properties, before the Effective Date will be borne by Seller Sellers and all net proceeds (net of applicable transportationgathering and transportation charges deducted or netted by the purchaser of production, processing as well as production, severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas gas, or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at ClosingSellers. (b) For purposes of It is agreed that, in making the adjustments contemplated by Section 2.2(a): (i) oil Oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks tanks, but without taking into account tank bottom sediment and water, located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before measured, gauged or strapped by the parties on the Effective Date. This ; the intent being that the oil will be valued at Seller’s June 1in storage above the pipeline connection or through the meters on the pipelines prior to the Effective Date shall belong to Sellers, 2022 weighted average sales price for like and the oil placed in such storage facilities from and after the Effective Date and oil production from upstream of the Oil and Gas Properties;production meter charts shall belong to Buyer. (ii) ad valorem taxes Taxes assessed with respect to a period which begins before and ends on or after the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and, (iii) the Purchase Price will be adjusted by the value of any natural gas Imbalances, such value to be derived by multiplying the net overproduced or net underproduced Imbalance volumes as of the Effective Date by $3.00 per Mcf so that the Purchase Price will be adjusted upward if there is a net underproduced Imbalance or adjusted downward if there is a net overproduced Imbalance. (iv) no consideration shall be given to the local, state state, or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections 2.2(b) and 2.3, appropriate Appropriate adjustments shall be made between Buyer and Seller so that: that (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done which are incurred in the operation of the Properties after the Effective Date will be borne by Buyer, and all proceeds (net of applicable production, severance, and similar taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date will be received by Buyer, and (ii) all expenses which are incurred in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere . It is agreed that, in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of making the adjustments contemplated by Section 2.2(a): such adjustments: (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be valued at Seller’s June 1based on the best available data, 2022 weighted average sales price for like production from the Oil and Gas Properties; which may include estimates), (ii) ad valorem taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and , such proration to be adjusted after Closing in the event actual ad valorem taxes are different than projected, with appropriate payments from Seller to Buyer or from Buyer to Seller, as the case may be, and (iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections 2.2(b) and 2.3, appropriate Appropriate adjustments shall be made between Buyer and Seller so that: (i) all expenses net to Seller’s interest (including including, without limitation, all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, regardless of whether such operating agreements are with third parties or related entities, and regardless of whether Seller is the operator or a non-operator) and all other overhead charges actually charged by third parties) for work done parties and incurred in the operation of the Properties after the Effective Date will shall be borne by allocated to Buyer, and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or gas, and other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will shall be received by allocated to Buyer; and (ii) all expenses (including all including, without limitation, drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, regardless of whether such operating agreements are with third parties or related entities, and regardless of whether Seller is the operator or a non-operator) and all other overhead charges actually charged by third parties) for work done parties and incurred in the operation of the Properties before the Effective Date will shall be borne by Seller allocated to Seller, and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or gas, and other minerals produced therefrom from the Properties before the Effective Date will shall be received by allocated to Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of In making such adjustments, the adjustments contemplated by Section 2.2(a):parties agree that: (i) oil which above pipeline connections that was produced from the Oil and Gas Properties and which was, on the Effective Date, that was stored in tanks located on the Oil and Gas Properties on the Effective Date (or located elsewhere but used by Seller to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This oil will be valued at Seller’s June 1, 2022 weighted average sales price for like production from the Oil and Gas Properties;; and (ii) ad valorem and similar taxes assessed for periods prior to the Effective Date shall be borne by Seller, and ad valorem taxes assessed for periods on or after the Effective Date shall be borne by Buyer (ad valorem and similar taxes shall be considered assessed for the period for which they are stated to be assessed, even if the same are based on production or other activities occurring in prior periods); and (iii) ad valorem taxes with respect to a the period which containing the Effective Date splits shall be prorated between Buyer and Seller based on the number of days in such period which that fall on each side of before and after the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and (iiiiv) no consideration shall be given to the local, state state, or federal income tax liabilities of any party. (c) In addition, Buyer and Seller shall determine (i) the total amount of overproduction of gas (measured in Mcf) with respect to the Properties as of the Effective Date (e.g. volumes of gas taken from xxxxx on the Properties, or on lands unitized therewith, by the owners of the Properties in excess of those volumes that the ownership of the Properties would entitle such owners to receive) and (ii) total amount of underproduction of gas (measured in Mcf) with respect to the Properties as of the Effective Date (e.g. the amount by which the volume of gas from xxxxx on the Properties, or on lands unitized therewith, that the ownership of the Properties would entitle the owners thereof to take exceeds the volumes taken from such xxxxx by owners). If the total amount of overproduction exceeds the total amount of underproduction, Buyer shall be credited with an amount equal to $1.00 times such excess. If the total amount of underproduction exceeds the total amount of overproduction, Seller shall be credited with an amount equal to $1.00 times such excess. Buyer and Seller also shall determine the amount of all pipeline and gathering system imbalances that existed as of the Effective Date with respect to deliveries from the Properties. Seller shall receive credit for all benefits arising out of such imbalances, and Buyer shall receive credit for all obligations arising out of such imbalances. (d) At or before Closing, the parties shall determine, based upon the best information reasonably available to them (and as to adjustments under Section 12.(a), based on amounts actually received or paid by Seller prior to such time), the amount of the adjustments provided for in Sections 12.(a) and 12.(b). If the amount of such adjustments resulting in a credit to Buyer exceeds the amount of such adjustments resulting in a credit to Seller, Buyer shall receive a credit for the amount of such excess. If the amount of such adjustments resulting in a credit to Seller exceeds the amount of such adjustments resulting in a credit to Buyer, Buyer shall pay to Seller the amount of such excess. On or before one hundred twenty (120) days after Closing, Buyer and Seller shall review any additional information pertaining to the adjustments provided for in Sections 12.(a) and 12.(b), shall determine if any additional adjustments should be made beyond those made at Closing (whether the same be made to account for expenses or revenues, or overproduction or underproduction volumes, not considered in making the adjustments made at Closing, or to correct errors made in such adjustments), and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments shall be made under this Agreement.

Accounting Adjustments. (a) Subject to Sections 2.2(b) and 2.3, appropriate Appropriate adjustments shall be made between Buyer and Seller so that: that (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date, and all revenue attributable to periods after the Effective Date under operating agreements, production sales, purchasing or marketing agreements, or other agreements to which Seller is a party and any Suspense Funds which are part of the Properties, will be received by Buyer; and , and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced therefrom before the Effective Date, and all revenue attributable to periods before the Effective Date under operating agreements, production sales, purchasing or marketing agreements, or other agreements to which Seller is a party and which are part of the Properties, will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere . It is agreed that, in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of making the adjustments contemplated by Section 2.2(a): such adjustments: (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be valued at Seller’s June 1based on the best available data, 2022 weighted average sales price for like production from the Oil and Gas Properties; which may include estimates), (ii) ad valorem taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and (iii) no consideration shall be given to the local, state or federal income tax liabilities of any partyparty and (iv) the day on which the Effective Date falls shall be counted in the period after the Effective Date.

Accounting Adjustments. (a) Subject to Sections Section 2.2(b) and 2.3), appropriate adjustments shall be made between Buyer and Seller so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; , and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of It is agreed that, in making the adjustments contemplated by Section 2.2(a): (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This oil will be valued at Seller’s June 1, 2022 weighted average sales price for like production from the Oil and Gas Properties;, (ii) ad valorem taxes Taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); , and (iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.

Accounting Adjustments. (a) Subject to Sections Section 2.2(b) ), and 2.3in addition to other adjustments to the Purchase Price provided for in this Agreement, appropriate adjustments shall be made between Buyer and Seller so that: (i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead administrative charges under applicable operating agreements, and all other overhead charges operating costs actually charged by third parties) for work done in the operation of the Properties on or after the Effective Date will be borne by Buyer, and all net revenue and proceeds (net of applicable transportationgathering, processing transportation charges as well as production, severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties on or after the Effective Date and any Suspense Funds will be received by by, or paid to, Buyer; and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net revenues and proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on productionsimilar Taxes) from the sale of oil, gas gas, or other minerals produced therefrom before the Effective Date will be received by by, or paid to, Seller; and (iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of It is agreed that, in making the adjustments contemplated by Section 2.2(a): (i) oil Oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks tanks, above the load line, but without taking into account tank bottom sediment and water, located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be valued at Seller’s June 1based on the best available data, 2022 weighted average sales price for like production from the Oil and Gas Properties;which may include estimates), (ii) ad valorem taxes Taxes assessed with respect to a period which begins before and ends on or after the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); , and (iii) no consideration shall be given to the local, state state, or federal income tax liabilities of any partyParty.

Accounting Adjustments. (a) Subject to Sections 2.2(b) and 2.3, appropriate adjustments shall be made between Buyer and Seller so that: (i) all All expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done which are incurred in the ---------------------- operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and (ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties Antelope Creek Assets before the Effective Date will be borne by Seller PGP and PGP shall be entitled to all net proceeds (net of applicable transportationproduction, processing severance, and gathering fees, royalties, overriding royalties, production similar taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale before the Effective Date of oil, gas or and/or other minerals produced therefrom before from the Antelope Creek Assets (and any other revenues arising out of the operation thereof), and all expenses which are incurred in the operation of the Antelope Creek Assets on and after the Effective Date will be received charged fifty percent (50%) to CEPI and CEPI shall be entitled to fifty percent (50%) of all proceeds (net of applicable production, severance, and similar taxes) from the sale after the Effective Date of oil, gas and/or other minerals produced from the Antelope Creek Assets (and any other revenues arising out of the operation thereof). It is agreed that, in making such adjustments: (i) with respect to expenses incurred in the operation of the Antelope Creek Assets between the Effective Date and Closing, only Direct Expenses (defined below) incurred by Seller; and PGP (iiinet of all applicable credits, which shall be determined on the same basis provided below for Direct Expenses) an amount equal will be chargeable to CEPI and all other expenses incurred by PGP will be chargeable to PGP as if the same had been incurred in operations prior to the sum of any upward or downward adjustments provided elsewhere in this Agreement Effective Date; (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing. (b) For purposes of making the adjustments contemplated by Section 2.2(a): (iii) oil which was produced from the Oil and Gas Properties Antelope Creek Field and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties Antelope Creek Field (or located elsewhere but used by PGP to store oil produced from the Oil and Gas Properties Antelope Creek Field prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This oil will be valued at Seller’s June 1, 2022 weighted average sales price for like production from the Oil Date and Gas Properties; shall belong to PGP; (iiiii) ad valorem taxes assessed with respect to a period which the Effective Date splits for 1996 shall be prorated based on the number of days in such period which fall on each side 1995 ad valorem taxes, and prorated between PGP and CEPI as of the Effective Date Date; and (with the day on which the Effective Date falls being counted in the period after the Effective Date); and (iiiiv) no consideration shall be given to the local, state or federal income tax liabilities of any party. For the purposes of this section, "Direct Expenses" shall mean those expenses properly charged to PGP by the operator of each property. Nothing herein shall be construed as requiring CEPI to bear any casualty losses occurring prior to closing (even though the same may occur after the Effective Date), which losses shall be the sole risk of PGP up to Closing, or as requiring CEPI to bear expenses which result from the operation of the Antelope Creek Assets other than in accordance with the covenants, representations and warranties of PGP contained herein.