Adjustments to Base Purchase Price. Upon timely delivery of a notice under Article 7 pursuant to Section 7.1 or 7.2, either by Buyer or by Seller, Buyer and Seller shall meet at least two (2) Business Days prior to Closing and use their reasonable commercial efforts to agree on the validity of any claims for Title Defects or Additional Interests and the amount of any Base Purchase Price adjustment using the following criteria:
Adjustments to Base Purchase Price. (a) To determine the Purchase Price (as herein defined), the Base Purchase Price shall be increased by the following amounts:
(i) the amount of all ad valorem, production, severance, property or similar Taxes paid by Seller and relating to the Assets for periods from and after the Effective Time, calculated in a similar fashion as set forth in Section 2.3(b)(i);
(ii) the aggregate amount of any and all operating costs paid by Seller that relate to the Assets for periods from and after the Effective Time (excluding amounts for which the Base Purchase Price is increased pursuant to Section 2.3(a)(i) above), including, but not limited to, lease operating expenses, transportation and marketing expenses, lease payments, severance and production Taxes and producing overhead rates;
(iii) the aggregate amount of any and all capital expenditures actually made by Seller or on Seller’s behalf in accordance with the terms of this Agreement and that relate to the Assets for periods from and after the Effective Time; and
(iv) any other amount agreed upon by the parties in writing.
(b) To determine the Purchase Price, the Base Purchase Price shall be decreased by the following amounts:
(i) the amount of all of Seller’s unpaid ad valorem, production, severance, property or similar Taxes relating to the Assets, to the extent that such unpaid Taxes relate to periods of time before the Effective Time (to the extent that any such amount has not been finally determined by Closing or any other date of determination, such amount will be estimated based upon the amount paid for the previous year for the same Asset or Assets). Such Taxes with respect to a period which the Effective Time splits shall be prorated based on the number of days in such period which fall on each side of the Effective Time; provided however, to the extent that such Taxes are computed based on the production from the Assets, such Taxes shall be prorated between the parties based on the period in which such Production which is the basis for such calculation occurs, in the same manner as the parties are entitled to receive (or be credited with) such production pursuant to the terms hereof;
(ii) amounts equal to all revenues (net of royalty, overriding royalty payments and similar such payments) collected by Seller that are attributable to Production from the Assets (but not taking into account any xxxxxx) and relating to periods of time from and after the Effective Time;
(iii) to the extent such amount excee...
Adjustments to Base Purchase Price. The Base Purchase Price shall be subject to adjustment as follows:
Adjustments to Base Purchase Price. The Base Purchase Price will be ---------------------------------- adjusted as follows:
3.2.1 If (a) the number of EBS's of the Business as of the Closing Date, combined with the number of EBS's of the Xxxxxxxxxxx System and the Southwest Michigan System, is fewer than 17,400 and (b) the number of EBS's of --- the Business as of the Closing Date is fewer than 708, then the Base Purchase Price will be reduced by an amount equal to $1,836 multiplied by the positive difference between (x) 708 and (y) the number of EBS's of the Business as of the Closing Date; provided, however, that in calculating the number of EBS's, the -------- ------- parties will consider 10 Seasonal Subscribers to be EBS's, and will not count any additional Seasonal Subscribers as EBS's. In addition, if a reduction is made in the Base Purchase Price as described above, and as of the Closing Date, the Southwest Michigan System has more than 15,180 EBS's and/or the Xxxxxxxxxxx System has more than 1,512 EBS's, the Base Purchase Price, as reduced above, shall be increased by (A) an amount equal to $1,802 multiplied by the positive difference between (i) the number of EBS's of the Southwest Michigan System as of the Closing Date and (ii) 15,180 and (B) an amount equal to $1,719 multiplied by the positive difference between (X) the number of EBS's of the Xxxxxxxxxxx System as of the Closing Date and (Y) 1512; provided, however, that no such increase in the Base Purchase Price shall cause the aggregate of (I) the Base Purchase Price so adjusted, (II) the purchase price for the Southwest Michigan System as adjusted pursuant to Section 3.2.1 of the Southwest Michigan Purchase Agreement and (III) the purchase price for the Xxxxxxxxxxx System, as adjusted pursuant to Section 3.2.1 of the Xxxxxxxxxxx Purchase Agreement, to exceed $31,250,000.
3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to...
Adjustments to Base Purchase Price. The Base Purchase Price shall be adjusted according to this Section 2.7. For all adjustments known or capable of reasonable estimation as of Closing, the Base Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” approved by Seller and Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be prepared by Seller and provided to Buyer at least 3 Business Days prior to Closing. The Preliminary Settlement Statement shall set forth the Base Purchase Price as adjusted as provided in this Section 2.7 using the best information available at the Closing Date (the “Closing Amount”). The Closing Amount less the Deposit shall be paid by Buyer to Seller at Closing by federal funds wire transfer to an account or accounts to be designated by Seller to Buyer in writing at least 2 Business Days prior to the Closing Date. Following Closing, any cash received by Seller applicable to post-Effective Time production of Hydrocarbons will be paid to Buyer within 30 days of receipt thereof, and any cash received by Buyer applicable to pre-Effective Time production of Hydrocarbons will be paid to Seller within 30 days after receipt thereof (other than Hydrocarbons for which an adjustment has been made pursuant to Section 2.7(a)(iv)). After Closing, final adjustments to the Base Purchase Price shall only be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 13.1, pursuant to the Title Defect Reduction Amount to be delivered pursuant to Section 4.8, pursuant to the Environmental Defect Reduction Amount to be delivered pursuant to Section 5.6, or as otherwise as expressly provided for in this Agreement.
Adjustments to Base Purchase Price. Upon timely delivery of a notice under Article 7 pursuant to Section 7.1 or 7.2, either by Buyer or by Sellers, Buyer and Sellers shall meet and use their reasonable commercial efforts to agree on the validity of any claims for Title Defects or Additional Interests remaining unresolved as of the Closing and the amount of any Base Purchase Price adjustment using the following criteria:
Adjustments to Base Purchase Price. The Base Purchase Price ---------------------------------- will be adjusted as follows:
3.2.1 Reduced by an amount equal to $1,211 multiplied by the positive difference, if any, between (a) 19,000 and (b) the number of EBSs as of the Closing Date (the "EBS Shortfall Adjustment");
3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer. Seller will receive no credit for any accounts receivable (a) resulting from cable service sales any portion of which is 60 days or more past due as of the Closing Date, (b) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date or (c) resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Date.
3.2.3 Buyer's account will be credited for the amount of all advance payments to, or funds of third parties on deposit with, Seller as of the Closing Date, relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales, and the liability therefor will be assumed by Buyer.
Adjustments to Base Purchase Price. All amounts paid under this Section 1 are deemed to be adjustments to the Base Purchase Price for Tax purposes.
Adjustments to Base Purchase Price. (a) To determine the Purchase Price, the Base Purchase Price shall be increased by the following amounts:
(i) the amount of all (1) ad valorem, property or similar Taxes paid by Seller and relating to the Assets for periods from and after the Effective Time, calculated in a similar fashion as set forth in Section 2.3(b)(i), and (2) any other expenses paid by Seller and relating to the Assets for periods from and after the Effective Time;
(ii) the aggregate amount of any and all operating costs paid by Seller that relate to the Assets for periods from and after the Effective Time (excluding amounts for which the Base Purchase Price is increased pursuant to Section 2.3(a)(i) above), including, but not limited to, lease operating expenses, transportation and marketing expenses, lease payments, severance taxes and producing overhead rates;
(iii) the aggregate amount of any and all capital expenditures actually made by Seller or on Seller's behalf that relate to the Assets for periods from and after the Effective Time;
(iv) an amount of money equal to the sum of the daily salaries of all Winchester personnel directly employed in the operation and administration of the Wells, multiplied by the number of days between the Effectixx Xxme and the Closing Date, but not to exceed $200,000;
(v) an amount of money equal to the value of oil or condensate held on the Leases in the tanks above the load line, as measured and recorded by Seller in the ordinary course of business as of October 31, 2004, (as set forth on Schedule 2.3(a)(v)) at a price per barrel of oil or condensate as established in that certain crude purchase contract between Seller and Sunoco for the month of October, 2004 (decreased by the amount of severance taxes attributable to such oil or condensate);
(vi) an amount equal to interest on the Purchase Price paid at Closing from the date of execution of this Agreement until the Closing Date at the Prime Rate plus 2% (but in no event will this amount exceed $500,000); and
(vii) the value of any imbalances of natural gas owed by Seller to third parties and attributable to the Assets as of the Effective Time, such value to be $4.50 per MMBtu, less applicable royalties and taxes; and.
(viii) any other amount agreed upon by the parties in writing.
(b) To determine the Purchase Price, the Base Purchase Price shall be decreased by the following amounts:
(i) the amount of all of Seller's unpaid ad valorem, production, severance, property or similar Taxes relating...
Adjustments to Base Purchase Price. The Base Purchase Price will be ---------------------------------- adjusted as follows:
3.3.1 If the number of EBSs as of the Closing Date is less than 23,500, the Base Purchase Price will be reduced by an amount equal to $2,043 multiplied by the number by which 23,500 exceeds the greater of 23,200 or the number of EBSs as of the Closing Date.
3.3.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Date by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer. The Purchase Price will be increased by an amount equal to the sum of (a) 100% of the face amount of all accounts receivable (other than from advertising sales) that are current or 30 days or less past due as of the Closing Date, plus (b) 80% of the face amount of all accounts receivable (other than from advertising sales) that are between 31 days and 60 days past due as of the Closing Date, plus (c) 100% of the face amount of all direct-billed advertising accounts receivable that are current or 60 days or less past due as of the Closing Date, plus (d) 50% of the face amount of all direct-billed advertising accounts receivable that are between 61 and 90 days past due as of the Closing Date, plus (e) 100% of the face amount of all agency advertising accounts receivable that are current or 90 days or less past due as of the Closing Date, plus (f) 50% of all agency advertising accounts receivable that are between 91 and 120 days past due as of the Closing Date; provided, that Seller will not receive credit for any accounts receivable (a) any portion of which is 60 days or more past due as of the Closing Date (other than accounts receivable from advertising sales), (b) from subscribers whose accounts are inactive or whose service is pending disconnectio...
