Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (a) The amount of each adjustment to the Unadjusted Purchase Price described in Section 2.3 shall, except as expressly set forth in the definition of Working Capital Assets and Working Capital Liabilities, be determined in accordance with GAAP and XXXXX, as applied by the Company Group in preparing the Unaudited Financial Statements (provided, however, in the event of any conflict between GAAP and XXXXX, GAAP shall control) (the “Accounting Principles”). For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for the adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailable, estimates will be used subject to final adjustments in accordance with the terms hereof. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.5(c) regarding the settlement of any post-Closing true up payment due to Purchaser in Parent Common Equity, all adjustments to the Unadjusted Purchase Price shall be made to the Cash Purchase Price (the Cash Purchase Price, as adjusted pursuant to this Article 2, the “Adjusted Cash Purchase Price”). (c) Notwithstanding anything to the contrary in this Agreement, in determining the adjustments contemplated under Section 2.3(a), subject to the final proviso of Section 2.5(a), the following shall be taken into account to the extent not in conflict or inconsistent with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities: (i) The following shall be deemed to constitute Working Capital Assets (without duplication): (A) all Cash and Cash Equivalents of the Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments or similar items and all insurance proceeds attributable to periods prior to the Effective Time; (B) the amount of all pre-paid or deposited Property Costs paid by or on behalf of the Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time, including (1) bond and insurance premiums and deductibles paid or borne by or on behalf of the Company Group with respect to any period after the Effective Time (prorated as applicable), (1) Royalties, (1) cash calls to Third Party operators and (1) bonus, lease extensions, rentals and other lease maintenance payments not due or payable until after the Effective Time; (C) unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale, of Hydrocarbons produced from or attributable to the Leases, Units or Xxxxx and any other unpaid amounts earned by the Company Group, in each case during any period before the Effective Time; (D) other income earned by the Company Group with respect to the Assets as of the Effective Time; (E) an amount equal to the Property Costs and other costs and expenses paid before the Effective Time by any member of the Company Group, Seller or any of their Affiliates on behalf of the other joint interest owners to the extent attributable to periods after the Effective Time; (F) with respect to any Imbalances where the Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (G) the amount of any Post-Effective Time Non-Income Taxes paid as of the Effective Time; and (H) the amount of any inventory (as determined in accordance with GAAP) as of the Effective Time. (ii) The following shall be deemed to constitute Working Capital Liabilities (without duplication): (A) the amount of all Property Costs payable by the Company Group that are unpaid as of the Effective Time that are attributable to the ownership of the Assets prior to the Effective Time; (B) if any member of the Company Group is the operator under a joint operating agreement covering any of the Assets, an amount equal to the costs and expenses paid to the Company Group by Third Party joint interest owners that constitute advance payments by such Third Parties for operations with respect to the Assets that are not incurred or conducted prior to the date Seller delivers to Purchaser the draft final settlement statement; (C) with respect to any Imbalances where the Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (D) the amount of all Suspense Funds held by Seller or its Affiliates (other than the Company Group), to the extent such funds are not transferred to Purchaser’s or the Company Group’s control at the Closing; and (E) the amount of any Pre-Effective Time Non-Income Taxes unpaid as of the Effective Time. (d) All adjustments and payments made pursuant to this Article 2 shall be without duplication of any other amounts paid or received under this Agreement. (e) For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (i) liquid Hydrocarbons shall be deemed to be produced from the Leases, Units or Xxxxx when they pass through the inlet flange of the first measurement meter of the first applicable LACT unit and (i) gaseous Hydrocarbons shall be deemed to be produced from the Leases, Units or Xxxxx when they pass through the inlet flange of the first downstream sales meter. Seller and the Company Group shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging or strapping data are not available. (f) Surface use or damage fees and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time. (g) “Earned” and “incurred,” as used in Section 2.3 and Section 2.4, shall be interpreted in accordance with accounting recognition guidance under the Accounting Principles.

Adjustment Procedures. (a) The amount of each adjustment All adjustments to the Unadjusted Purchase Price described in Section 2.3 shall, except as expressly set forth in the definition of Working Capital Assets and Working Capital Liabilities, 2.4 shall be determined made (i) in accordance with GAAP the terms of this Agreement and, to the extent not inconsistent with this Agreement and XXXXXotherwise applicable, in accordance with the United States generally accepted accounting principles using the accrual method of accounting, as consistently applied by the Company Group in preparing the Unaudited Financial Statements (provided, however, in the event of any conflict between GAAP and XXXXX, GAAP shall control) (the “Accounting Principles”)) except that the Accounting Principles shall not apply to any adjustments for Taxes and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for the adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailable, estimates will be used subject to final adjustments in accordance with the terms hereof. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.5(c) regarding the settlement of any post-Closing true up payment due to Purchaser in Parent Common Equity, all adjustments to the Unadjusted Purchase Price shall be made to the Cash Purchase Price (the Cash Purchase Price, as adjusted pursuant to this Article 2, the “Adjusted Cash Purchase Price”). (c) Notwithstanding anything to the contrary in this Agreement, in determining In making the adjustments contemplated under Section 2.3(a), subject to the final proviso of Section 2.5(a)2.4, the following shall be taken into account to the extent not in conflict or inconsistent with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities: (i) The following shall be deemed to constitute Working Capital Assets (without duplication): Except amounts for which the Unadjusted Purchase Price was adjusted under Section 2.4(b), (A) Asset Sellers shall be entitled to all Cash and Cash Equivalents of Mineral Proceeds attributable to the Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments Asset Seller Assets earned or similar items and all insurance proceeds attributable to periods prior to the Effective Time, which amounts are received prior to, on or after Closing Date and (B) should Purchaser receive after Closing any Mineral Proceeds to which Asset Sellers are entitled hereunder, Purchaser shall fully disclose, account for, and promptly remit the same to Asset Sellers; (Bii) Except amounts for which the amount of Unadjusted Purchase Price was adjusted under Section 2.4(b), (A) Purchaser shall be entitled to all pre-paid Mineral Proceeds earned or deposited Property Costs paid by or on behalf of the Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time, including (1) bond periods from and insurance premiums and deductibles paid or borne by or on behalf of the Company Group with respect to any period after the Effective Time (prorated as applicable), (1) Royalties, (1) cash calls to Third Party operators and (1B) bonusshould Asset Sellers receive after Closing any Mineral Proceeds to which Purchaser is entitled hereunder, lease extensionsAsset Sellers shall fully disclose, rentals account for, and other lease maintenance payments not due or payable until after promptly remit the Effective Timesame to Purchaser; (C) unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale, of Hydrocarbons produced from or attributable to the Leases, Units or Xxxxx and any other unpaid amounts earned by the Company Group, in each case during any period before the Effective Time; (D) other income earned by the Company Group with respect to the Assets as of the Effective Time; (E) an amount equal to the Property Costs and other costs and expenses paid before the Effective Time by any member of the Company Group, Seller or any of their Affiliates on behalf of the other joint interest owners to the extent attributable to periods after the Effective Time; (F) with respect to any Imbalances where the Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (G) the amount of any Post-Effective Time Non-Income Taxes paid as of the Effective Time; and (H) the amount of any inventory (as determined in accordance with GAAP) as of the Effective Time. (ii) The following shall be deemed to constitute Working Capital Liabilities (without duplication): (A) the amount of all Property Costs payable by the Company Group that are unpaid as of the Effective Time that are attributable to the ownership of the Assets prior to the Effective Time; (B) if any member of the Company Group is the operator under a joint operating agreement covering any of the Assets, an amount equal to the costs and expenses paid to the Company Group by Third Party joint interest owners that constitute advance payments by such Third Parties for operations with respect to the Assets that are not incurred or conducted prior to the date Seller delivers to Purchaser the draft final settlement statement; (C) with respect to any Imbalances where the Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (D) the amount of all Suspense Funds held by Seller or its Affiliates (other than the Company Group), to the extent such funds are not transferred to Purchaser’s or the Company Group’s control at the Closing; and (E) the amount of any Pre-Effective Time Non-Income Taxes unpaid as of the Effective Time. (d) All adjustments and payments made pursuant to this Article 2 shall be without duplication of any other amounts paid or received under this Agreement. (eiii) For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), under Section 2.4 and Section 2.6, (iA) liquid Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Mineral Interests when they pass through are produced into the inlet flange of the first measurement meter of the first applicable LACT unit tank batteries related to each Mineral Interest and (iB) gaseous Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Mineral Interests when they pass through the inlet flange delivery point sales meters or similar meters at the point of entry into the first downstream sales meterpipelines through which they are transported. Seller and the Company Group Sellers shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging gauging, or strapping data are not available. (f) Surface use or damage fees and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time. (g) “Earned” and “incurred,” as used in Section 2.3 and Section 2.4, shall be interpreted in accordance with accounting recognition guidance under the Accounting Principles.; and

Adjustment Procedures. (a) The amount of each adjustment All adjustments to the Unadjusted Purchase Price described shall be made (i) in Section 2.3 shallaccordance with the terms of this Agreement and, except as expressly set forth in to the definition of Working Capital Assets extent not inconsistent with this Agreement and Working Capital Liabilitiesotherwise applicable, be determined in accordance with GAAP and XXXXX, as applied by the Company Group in preparing the Unaudited Financial Statements CXXXX (provided, however, in the event of any conflict between GAAP and XXXXXCXXXX, GAAP shall control) ), as consistently applied by Company Group prior to Closing (the “Accounting Principles”)) and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for the adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailableunavailable at Closing, Sellers’ Representative’s estimates will be used subject to the final adjustments in accordance with the terms hereof. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.5(c) regarding the settlement of any post-Closing true up payment due to Purchaser in Parent Common Equity, all adjustments to the Unadjusted Purchase Price shall be made to the Cash Purchase Price (the Cash Purchase Price, as adjusted pursuant to this Article 2, the “Adjusted Cash Purchase Price”). (c) Notwithstanding anything to the contrary in this Agreement, in determining the adjustments contemplated under Section 2.3(a), subject to the final proviso of Section 2.5(a‎Section 2.4(a)(i) or ‎Section 2.4(a)(ii), the following shall be taken into account apply to the extent not in conflict or inconsistent with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilitiesapplicable: (i) The the following shall be deemed to constitute Working Capital Assets (without duplication):), each determined in accordance with Accounting Principles: (A) all Cash and Cash Equivalents of the Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments or similar items items, in each case, that are contractually obligated to be paid, and all insurance proceeds that are attributable to periods prior to the Effective Time; (B) the amount of all pre-paid or deposited Property Costs and all other costs and expenses (other than Taxes) paid by or on behalf of the Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time, including (1) bond and insurance premiums and deductibles paid or borne by or on behalf of the Company Group with respect to any period after the Effective Time (prorated as applicable), (12) Royalties, , (13) cash calls to Third Party operators and operators, (14) bonus, lease extensions, rentals and other lease maintenance payments not due or payable until after the Effective TimeTime and (5) annual registration fees and/or well registration fees attributable to any period after the Effective Time (prorated as applicable); (C) Company Group’s entitlement of any Hydrocarbons in tanks or storage facilities produced from or credited to the Assets at the Effective Time based upon the quantities in tanks or storage facilities as of the Effective Time multiplied by the applicable Settlement Price; (D) unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale, sale of Hydrocarbons produced from or attributable to the Leases, Units or Xxxxx Oil and Gas Properties and any other unpaid amounts receivables earned by or owed to the Company Group, in each case during any period before the Effective Time; (DE) other income earned by if any member of the Company Group with respect to thereof is the operator under an operating agreement covering any of the Assets as of the Effective Time; (E) or assets then owned by Company Group, an amount equal to the Property Costs and other costs and expenses (other than Taxes) paid before the Effective Time by any member of the Company Group, Seller or any of their Affiliates Group on behalf of the other joint interest owners to the extent that are attributable to periods after the Effective Time;; and (F) with respect to any Imbalances where the Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (G) the amount of any Post-Effective Time Non-Income Taxes paid as of the Effective Time; and (H) the amount of any inventory (as determined in accordance with GAAP) as of the Effective Time. (ii) The the following shall be deemed to constitute Working Capital Liabilities (without duplication):), each determined in accordance with Accounting Principles: (A) the amount of all Property Costs accrued or otherwise payable by the Company Group that are unpaid as of the Effective Time that are attributable to the ownership of the Assets prior to the Effective Time; (B) if any member of the Company Group is the operator under a joint operating agreement covering any of the Assets, an amount equal to the costs and expenses paid to the Company Group by Third Party joint interest owners that constitute advance payments by such Third Parties for operations with respect to the Assets that are not incurred or were conducted prior to the date Seller delivers to Purchaser the draft final settlement statement;Effective Time; and (CB) with respect to any Imbalances where the Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Company Group to Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (D) the amount of all Suspense Funds held by Seller or its Affiliates (other than the Company Group), to the extent such funds are not transferred to Purchaser’s or the Company Group’s control at the Closing; and (E) the amount of any Pre-Effective Time Non-Income Taxes unpaid as of the Effective Time. (dc) All adjustments and payments made pursuant to this Article ‎Article 2 shall be without duplication of any other amounts paid paid, credited, debited or received under this Agreement. (ed) For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (i) liquid Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Oil and Gas Properties when they pass through are produced into the inlet flange of the first measurement meter of the first applicable LACT unit tank batteries related to each Well and (iii) gaseous Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Oil and Gas Properties when they pass through the inlet flange delivery point sales meters or similar meters at the point of entry into the first downstream sales meterpipelines through which they are transported. Seller and the Company Group The Parties shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging or strapping data are not available. (fe) Surface use or damage fees and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time. (gf) The terms “Earnedearned” and “incurred,” as used in Section 2.3 ‎Section 2.4 and Section 2.4this ‎Section 2.5, shall be interpreted in accordance with accounting recognition guidance under the Accounting Principles.

Adjustment Procedures. (a) The amount of each adjustment All adjustments to the Unadjusted Purchase Price described in Section 2.3 shall, except as expressly set forth in the definition of Working Capital Assets and Working Capital Liabilities, 2.4 shall be determined made (i) in accordance with GAAP the terms of this Agreement and, to the extent not inconsistent with this Agreement and XXXXXotherwise applicable, in accordance with the United States generally accepted accounting principles using the accrual method of accounting, as consistently applied by the Company Group in preparing the Unaudited Financial Statements (provided, however, in the event of any conflict between GAAP and XXXXX, GAAP shall control) (the “Accounting Principles”)) except that the Accounting Principles shall not apply to any adjustments for Taxes and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for the adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailable, estimates will be used subject to final adjustments in accordance with the terms hereof. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.5(c) regarding the settlement of any post-Closing true up payment due to Purchaser in Parent Common Equity, all adjustments to the Unadjusted Purchase Price shall be made to the Cash Purchase Price (the Cash Purchase Price, as adjusted pursuant to this Article 2, the “Adjusted Cash Purchase Price”). (c) Notwithstanding anything to the contrary in this Agreement, in determining In making the adjustments contemplated under Section 2.3(a), subject to the final proviso of Section 2.5(a)2.4, the following shall be taken into account to the extent not in conflict or inconsistent with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities: (i) The following shall be deemed to constitute Working Capital Assets (without duplication): Except amounts for which the Unadjusted Purchase Price was adjusted under Section 2.4(b), (A) Asset Sellers shall be entitled to all Cash and Cash Equivalents of Mineral Proceeds attributable to the Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments Asset Seller Assets earned or similar items and all insurance proceeds attributable to periods prior to the Effective Time, which amounts are received prior to, on or after Closing Date and (B) should Purchaser receive after Closing any Mineral Proceeds to which Asset Sellers are entitled hereunder, Purchaser shall fully disclose, account for, and promptly remit the same to Asset Sellers; (Bii) Except amounts for which the amount of Unadjusted Purchase Price was adjusted under Section 2.4(b), (A) Purchaser shall be entitled to all pre-paid Mineral Proceeds earned or deposited Property Costs paid by or on behalf of the Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time, including (1) bond periods from and insurance premiums and deductibles paid or borne by or on behalf of the Company Group with respect to any period after the Effective Time (prorated as applicable), (1) Royalties, (1) cash calls to Third Party operators and (1B) bonusshould Asset Sellers receive after Closing any Mineral Proceeds to which Purchaser is entitled hereunder, lease extensionsAsset Sellers shall fully disclose, rentals account for, and other lease maintenance payments not due or payable until after promptly remit the Effective Timesame to Purchaser; (C) unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale, of Hydrocarbons produced from or attributable to the Leases, Units or Xxxxx and any other unpaid amounts earned by the Company Group, in each case during any period before the Effective Time; (D) other income earned by the Company Group with respect to the Assets as of the Effective Time; (E) an amount equal to the Property Costs and other costs and expenses paid before the Effective Time by any member of the Company Group, Seller or any of their Affiliates on behalf of the other joint interest owners to the extent attributable to periods after the Effective Time; (F) with respect to any Imbalances where the Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (G) the amount of any Post-Effective Time Non-Income Taxes paid as of the Effective Time; and (H) the amount of any inventory (as determined in accordance with GAAP) as of the Effective Time. (ii) The following shall be deemed to constitute Working Capital Liabilities (without duplication): (A) the amount of all Property Costs payable by the Company Group that are unpaid as of the Effective Time that are attributable to the ownership of the Assets prior to the Effective Time; (B) if any member of the Company Group is the operator under a joint operating agreement covering any of the Assets, an amount equal to the costs and expenses paid to the Company Group by Third Party joint interest owners that constitute advance payments by such Third Parties for operations with respect to the Assets that are not incurred or conducted prior to the date Seller delivers to Purchaser the draft final settlement statement; (C) with respect to any Imbalances where the Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (D) the amount of all Suspense Funds held by Seller or its Affiliates (other than the Company Group), to the extent such funds are not transferred to Purchaser’s or the Company Group’s control at the Closing; and (E) the amount of any Pre-Effective Time Non-Income Taxes unpaid as of the Effective Time. (d) All adjustments and payments made pursuant to this Article 2 shall be without duplication of any other amounts paid or received under this Agreement. (eiii) For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), under Section 2.4 and Section 2.6, (iA) liquid Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Mineral Interests when they pass through are produced into the inlet flange of the first measurement meter of the first applicable LACT unit tank batteries related to each Mineral Interest and (iB) gaseous Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Mineral Interests when they pass through the inlet flange delivery point sales meters or similar meters at the point of entry into the first downstream sales meterpipelines through which they are transported. Seller and the Company Group Sellers shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging gauging, or strapping data are not available.; and (f) Surface use or damage fees and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time. (giv) “Earned” and “incurred,” as used in Section 2.3 2.4(b) and Section 2.42.6, shall be interpreted in accordance with accounting recognition guidance under the Accounting Principles.

Adjustment Procedures. (a) The amount of each adjustment All adjustments to the Unadjusted Purchase Price described shall be made (i) in Section 2.3 shallaccordance with the terms of this Agreement and, except as expressly set forth in to the definition of Working Capital Assets extent not inconsistent with this Agreement and Working Capital Liabilitiesotherwise applicable, be determined in accordance with GAAP and XXXXX, as applied by the Company Group in preparing the Unaudited Financial Statements XXXXX (provided, however, in the event of any conflict between GAAP and XXXXX, GAAP shall control) ), as consistently applied by Company Group prior to Closing (the “Accounting Principles”)) and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for the adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailableunavailable at Closing, Sellers’ Representative’s estimates will be used subject to final adjustments in accordance with the terms hereof. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.5(c) regarding the settlement of any post-Closing true up payment due to Purchaser in Parent Common Equity, all adjustments to the Unadjusted Purchase Price shall be made to the Cash Purchase Price (the Cash Purchase Price, as adjusted pursuant to this Article 2, the “Adjusted Cash Purchase Price”). (c) Notwithstanding anything to the contrary in this Agreement, in determining the adjustments contemplated under Section 2.3(a), subject to the final proviso of 2.4(a)(i) or Section 2.5(a2.4(a)(ii), the following shall be taken into account apply to the extent not in conflict or inconsistent with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilitiesapplicable: (i) The the following shall be deemed to constitute Working Capital Assets (without duplication):), each determined in accordance with Accounting Principles: (A) all Cash and Cash Equivalents of the Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments or similar items items, in each case, that are contractually obligated to be paid, and all insurance proceeds that are attributable to periods prior to the Effective Time; (B) the amount of all pre-paid or deposited Property Costs and all other costs and expenses (other than Taxes) paid by or on behalf of the Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time, including (1) bond and insurance premiums and deductibles paid or borne by or on behalf of the Company Group with respect to any period after the Effective Time (prorated as applicable), (12) Royalties, , (13) cash calls to Third Party operators and operators, (14) bonus, lease extensions, rentals and other lease maintenance payments not due or payable until after the Effective TimeTime and (5) annual registration fees and/or well registration fees attributable to any period after the Effective Time (prorated as applicable); (C) Company Group’s entitlement of any Hydrocarbons in tanks or storage facilities produced from or credited to the Assets at the Effective Time based upon the quantities in tanks or storage facilities as of the Effective Time multiplied by the applicable Settlement Price; (D) unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale, sale of Hydrocarbons produced from or attributable to the Leases, Units or Xxxxx Oil and Gas Properties and any other unpaid amounts receivables earned by or owed to the Company Group, in each case during any period before the Effective Time; (DE) other income earned by if any member of the Company Group with respect to thereof is the operator under an operating agreement covering any of the Assets as of the Effective Time; (E) or assets then owned by Company Group, an amount equal to the Property Costs and other costs and expenses paid before the Effective Time by any member of the Company Group, Seller or any of their Affiliates Group on behalf of the other joint interest owners to the extent that are attributable to periods after the Effective Time;; and (F) with respect to any Imbalances where the Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (G) the amount of any Post-Effective Time Non-Income Taxes paid as of the Effective Time; and (H) the amount of any inventory (as determined in accordance with GAAP) as of the Effective Time. (ii) The the following shall be deemed to constitute Working Capital Liabilities (without duplication):), each determined in accordance with Accounting Principles: (A) the amount of all Property Costs accrued or otherwise payable by the Company Group that are unpaid as of the Effective Time that are attributable to the ownership of the Assets prior to the Effective Time; (B) if any member of the Company Group is the operator under a joint operating agreement covering any of the Assets, an amount equal to the costs and expenses paid to the Company Group by Third Party joint interest owners that constitute advance payments by such Third Parties for operations with respect to the Assets that are not incurred or were conducted prior to the date Seller delivers to Purchaser the draft final settlement statement;Effective Time; and (CB) with respect to any Imbalances where the Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate amount owed by Company Group to Third Parties to the Company Group for such Imbalances as of the Effective Time on the basis of the applicable Settlement Price; (D) the amount of all Suspense Funds held by Seller or its Affiliates (other than the Company Group), to the extent such funds are not transferred to Purchaser’s or the Company Group’s control at the Closing; and (E) the amount of any Pre-Effective Time Non-Income Taxes unpaid as of the Effective Time. (dc) All adjustments and payments made pursuant to this Article 2 shall be without duplication of any other amounts paid or received under this Agreement. (ed) For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (i) liquid Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Oil and Gas Properties when they pass through are produced into the inlet flange of the first measurement meter of the first applicable LACT unit tank batteries related to each Well and (iii) gaseous Hydrocarbons shall be deemed to be produced “from or attributable to” the Leases, Units or Xxxxx Oil and Gas Properties when they pass through the inlet flange delivery point sales meters or similar meters at the point of entry into the first downstream sales meterpipelines through which they are transported. Seller and the Company Group The Parties shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging or strapping data are not available. (fe) Surface use or damage fees and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time. (gf) The terms “Earnedearned” and “incurred,” as used in Section 2.3 2.4 and this Section 2.42.5, shall be interpreted in accordance with accounting recognition guidance under the Accounting Principles.