Common use of Adjustments to Base Purchase Price Clause in Contracts

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 exceeds the Title Defect Basket, the aggregate of the Title Defect Amounts (as defined in the Title Defect Mechanism) with respect to those Title Defects that are asserted during the Title Examination Period and agreed to by Seller; (iv) the amounts held in suspense as shown on Schedule 3.4(d); and (v) any other amount agreed upon by the parties in writing.

Adjustments to Base Purchase Price. (a) To determine The Base Purchase Price shall be adjusted as follows: (i) The Base Purchase Price shall be increased by the sum of the following: (A) an amount equal to any Property Taxes and Hydrocarbon Taxes paid by Seller as of Closing to the extent attributable (as contemplated and prorated under Section 1.7) to the Interim Period; (B) an amount equal to all Operating Expenses attributable to the Purchased Assets that are incurred in the ordinary course of business and paid by Seller prior to Closing, to the extent attributable to the Interim Period, as calculated in accordance with GAAP and this Section 1.6; provided, however, in clause (A) above and this clause (B), that Seller has not been reimbursed by a Third Person for any expenses so paid by Seller, other than any amounts reimbursed or paid pursuant to the Enerplus Carry; (C) to the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses, including water stored in water impoundments that are included within the Purchased Assets, attributable to the Purchased Assets at or after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges, as described on Schedule 1.6; (D) to the extent the proceeds thereof are not received by Seller as of Closing, an amount equal to the value of Seller’s share of all marketable Effective Time Tank Oil to be calculated as follows: the value shall be the product of (x) the volume of marketable Effective Time Tank Oil (attributable to Seller’s interest) as of the Effective Time as shown by the gauging reports prepared by Seller as of the Effective Time (absent any manifest errors), multiplied by (y) the price actually received for July 2010 production under applicable marketing contracts less Seller’s share of Royalties, Hydrocarbon Taxes and other burdens on production; (E) on all Additional Properties, Buyer shall pay Seller $8,000 per Net Mineral Acre; and (F) any other amount agreed to by Buyer and Seller. (ii) The Base Purchase Price shall be reduced by the sum of the following: (A) an amount equal to any unpaid Property Taxes and Hydrocarbon Taxes paid or payable by or on behalf of Buyer that are attributable to periods of time before the Effective Time, which amounts shall, to the extent not actually assessed as of the Effective Time, be computed and prorated in accordance with Section 1.7; (B) an amount equal to any and all Operating Expenses attributable to the Purchased Assets that are paid by or on behalf of Buyer that are attributable to periods of time before the Effective Time, as calculated in accordance with GAAP and this Section 1.6; (C) aggregate net proceeds received by Seller attributable to the Purchased Assets, including proceeds from the sale of Hydrocarbons, that are attributable to the Interim Period, as calculated in accordance with GAAP and this Section 1.6; (D) an amount equal to the value of Hydrocarbons produced from or allocable to the Subject Interests that a Third Person may otherwise be entitled to receive out of Seller’s interest in the Subject Interests after the Effective Time without making full payment therefor at or after the time of delivery as the result of a “take or pay,” prepayment, forward sale, production payment, deferred production, or similar arrangement in existence at any time during the Interim Period; (E) the amount of suspended funds Buyer assumes responsibility for pursuant to Section 11.10; and (F) any other amount agreed to by Buyer and Seller. (iii) The Base Purchase Price shall be reduced (in the event Seller is net overproduced) or increased (in the event Seller is net underproduced), as the case may be, by the volumetric difference between the actual aggregate net gas Imbalance as of the Effective Time and 0 mcf (which is Seller’s current estimate of the aggregate net gas Imbalance (cumulative working interests), as more particularly set forth for each of the Purchased Assets in Schedule 1.5) multiplied by $2.00 per net mcf. (b) The net adjustment to the Base Purchase Price that results from the application of Section 1.6(a) is referred to as the “Purchase Price Adjustment.” If the Purchase Price (as herein defined)Adjustment is positive, 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 Adjustment. If the Purchase PricePrice Adjustment is negative, the Base Purchase Price shall be decreased reduced 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 exceeds the Title Defect Basket, the aggregate of the Title Defect Amounts (as defined in the Title Defect Mechanism) with respect to those Title Defects that are asserted during the Title Examination Period and agreed to by Seller; (iv) the amounts held in suspense as shown on Schedule 3.4(d); and (v) any other amount agreed upon by the parties in writingPurchase Price Adjustment.

Adjustments to Base Purchase Price. (a) To determine The portion of the Base Purchase Price (payable pursuant to Section 3.1.1 will be adjusted as herein defined)follows: 3.2.1 If the Business has fewer than 56,820 EBS's as of the Closing Date, the Base Purchase Price shall will be increased reduced by an amount equal to $2,288 multiplied by the difference between (x) 56,820 and (y) the number of EBS's as of the Closing Date. 3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (to the extent such prepayments may accrue to Buyer's benefit), prepaid income and accounts receivable of active subscribers, and to reflect the principle that all expenses (including real estate taxes, stand by fees and assessment by any taxing authority for the Real Property) 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; provided, however, that Seller and Buyer shall not prorate any items or expense payables under any Excluded Assets, all of which shall remain and be solely for the account of Seller. Seller will receive no credit for any accounts receivable (i) any portion of which is more than sixty (60) days past due as of the Closing Date, or (ii) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date. 3.2.3 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, will be retained by Seller and will reduce the Base Purchase Price accordingly. 3.2.4 All deposits relating to the Business that are held by third parties as of the Closing Date for the account of Seller or as security for Seller's performance of its obligations (other than with respect to (i) Excluded Assets; and (ii) any other deposits the full benefit of which will not be available to Buyer following amounts:the Closing Date); provided, however, credit will be given for those deposits for which partial credit can be determined, including deposits on leases and deposits for utilities, will be credited to the account of Seller in their full amounts to increase the Base Purchase Price and will become the property of Buyer. 3.2.5 The Base Purchase Price payable pursuant to Section 3.1.1 will be reduced by an amount equal to the difference between (i) the amount amounts of all ad valorem, production, severance, property or similar Taxes paid by Seller and relating to the Assets required cumulative capital expenditures for periods from and after each of the Effective Time, calculated in a similar fashion categories designated as Items 1 through 9 as set forth in Section 2.3(b)(i); on SCHEDULE 7.2.1 through the month of the Closing and (ii) the aggregate amount of any the capital expenditures actually incurred and all operating costs paid in cash by Seller through the Closing Date in connection with each such corresponding capital expenditure categories. By way of example, SCHEDULE 7.2.1 sets forth a budgeted $5,000 per month in the year 2000 in capital expenditures for the category of New Construction. If the Closing Date were to occur in February 2000, the cumulative monthly capital expenditures for that relate to category through February 2000 would total $147,000. To the Assets for periods from and after extent that Seller had only expended $142,000 in cash in this category through the Effective Time (excluding amounts for which Closing Date, the reduction in the Base Purchase Price is increased payable 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 3.1.1 would be $5,000. Similar adjustments would be made on a category 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 writingcategory basis. (b) To determine the Purchase Price, the 3.2.6 The Base Purchase Price shall payable pursuant to Section 3.1.1 will be decreased reduced by an amount equal to the following amounts: difference between (i) the amounts of the Cumulative Capital Expenditures for the category designated as Item 10 as set forth on SCHEDULE 7.2.1 through the month of the Closing and (ii) the amount of all the capital expenditures actual incurred and paid in cash by Seller through the Closing Date in connection with the category designated as Item 10 of Seller’s unpaid ad valoremSCHEDULE 7.2.1; provided, 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 through the date of Closing Seller has exceed the capital expenditure budgeted amounts for any of the capital categories designated as Items 1 through 9 on the production from the AssetsSCHEDULE 7.2.1, such Taxes amounts 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 allowed as the parties are entitled credit against any reduction otherwise to receive (or be credited with) such production made 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 exceeds the Title Defect Basket, the aggregate of the Title Defect Amounts (as defined in the Title Defect Mechanism) with respect to those Title Defects that are asserted during the Title Examination Period and agreed to by Seller; (iv) the amounts held in suspense as shown on Schedule 3.4(d); and (v) any other amount agreed upon by the parties in writingthis Section 3.2.6.

Adjustments to Base Purchase Price. (a) To determine the Purchase Price (as herein defined), the The Base Purchase Price shall be increased adjusted at Closing and upon Final Settlement (as hereinafter defined) as follows: (a) The Base Purchase Price shall be adjusted upward by the sum of the following amounts:(without duplication) (collectively, the “Sellers’ Credits”): (i) the amount The value of all ad valorem, production, severance, property or similar Taxes paid by Seller merchantable oil and relating condensate produced from and attributable to the Assets for periods from and after Properties prior to the Effective TimeTime which has not been sold or taken by Sellers for its own account and is in storage at the Leases on the Closing Date (the “Inventory Hydrocarbons”), calculated in a similar fashion as set forth in Section 2.3(b)(i)net of royalties and other burdens thereon, and less severance and production taxes, transportation expenses, and other fees deducted by the purchaser of such Hydrocarbons; (ii) the aggregate amount of any All operating and all operating costs capital expenditures paid by Seller that relate to the Assets for periods from and after the Effective Time (excluding amounts for Sellers which the Base Purchase Price is increased pursuant to Section 2.3(a)(i) above)are attributable, 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 generally accepted accounting principles, consistently applied (“GAAP”), to the Assets for periods from and operation of the Properties after the Effective Time; and (iviii) An amount equal to any other amount upward adjustment provided elsewhere in this Agreement or agreed upon by the parties between Sellers and Buyer in writingwriting prior to or at Closing. (b) To determine the Purchase Price, the The Base Purchase Price shall be decreased adjusted downward by the sum of the following amounts:(without duplication) (collectively, the “Buyer’s Credits”): (i) Amounts received by Sellers prior to Closing from the amount sale 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 Hydrocarbons produced and sold after the Effective Time (which are attributable 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 hereofProperties; (ii) amounts equal All operating and capital expenditures paid by Buyer which are attributable, in accordance with GAAP, to all revenues (net the operation of royalty, overriding royalty payments and similar such payments) collected by Seller that are attributable the Properties prior 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 exceeds the Title Defect Basket, the aggregate Sellers’ share of the Title Defect Amounts amount of all ad valorem, property, and similar taxes and assessments (as defined in the Title Defect Mechanismbut not including income or franchise taxes) with respect to those Title Defects that the Properties for the 2010 tax year which are asserted during unpaid as of the Title Examination Period Closing Date, to the extent attributable to periods prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and agreed values applicable to by Sellerthe tax assessment period in question; otherwise, the amount of the adjustment under this paragraph shall be estimated based upon such taxes assessed against the applicable portion of the Properties for the immediately preceding tax assessment period just ended; (iv) An amount equal to the amounts held in suspense as shown on Schedule 3.4(d)sum of any downward adjustments to the Base Purchase Price for Title Defects and Casualty Loss; and (v) An amount equal to any other amount downward adjustment as provided elsewhere in this Agreement or agreed upon by the parties between Sellers and Buyer in writingwriting prior to or at Closing.

Adjustments to Base Purchase Price. (a) To determine the Purchase Price (as herein defined), the The Base Purchase Price shall be increased adjusted as follows, with the amount resulting from the below adjustments to the Base Purchase Price hereinafter referred to as the “Purchase Price”: (a) The Base Purchase Price shall be adjusted upward by the following amounts:amounts (without duplication): (i) an amount equal to all Property Costs attributable to the ownership and operation of the Purchased Assets which are incurred at or after the Effective Time and prior to the Closing Date but paid by the Sellers (as is consistent with Section 2.9), but excluding, for the avoidance of doubt, (A) any Periodic Non-Income Taxes, (B) any income Taxes and (C) any amounts previously reimbursed to the Sellers pursuant to Section 2.9; (ii) an amount equal to, to the extent that such amounts have been received by the Purchaser and not remitted or paid to the Sellers in accordance with Section 2.9, all proceeds from the production of Hydrocarbons from or attributable to the Mineral Leases and the Wxxxx prior to the Effective Time, less any applicable Lease Burdens (which shall have been paid or shall be paid by the Purchaser); (iii) the amount of all ad valoremPeriodic Non-Income Taxes allocated to the Purchaser in accordance with Section 10.2 but that are paid or otherwise economically borne by the Sellers; and (iv) the amount, productionif any, severanceby which the Estimated Cure Costs set forth on Section 2.6 of the Seller Disclosure Schedule in respect of the Purchased Contracts, property or similar Taxes taken as a whole, exceed the aggregate actual Cure Costs paid by Seller and relating the Purchaser in respect of the Purchased Contracts, taken as a whole. (b) The Base Purchase Price shall be adjusted downward by the following amounts (without duplication): (i) an amount equal to all Property Costs attributable to the ownership and operation of the Purchased Assets which are incurred prior to the Effective Time but paid by the Purchaser (as is consistent with Section 2.9), but excluding, for periods the avoidance of doubt, (A) any Periodic Non-Income Taxes, (B) any income Taxes and (C) any amounts previously reimbursed to the Purchaser pursuant to Section 2.9; (ii) an amount equal to, to the extent that such amounts have been received by the Sellers and not remitted or paid to the Purchaser in accordance with Section 2.9, all proceeds from the production of Hydrocarbons from or attributable to the Mineral Leases and Wxxxx at and after the Effective Time, calculated in a similar fashion as set forth in Section 2.3(b)(i); less applicable Lease Burdens (ii) the aggregate amount of any and all operating costs which shall have been paid or shall be paid by Seller that relate the Sellers) and any other proceeds attributable to the Purchased 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 at and after the Effective Time; (iii) the amount of all Periodic Non-Income Taxes allocated to the extent such amount exceeds the Title Defect Basket, the aggregate of the Title Defect Amounts (as defined Sellers in the Title Defect Mechanism) accordance with respect to those Title Defects Section 10.2 but that are asserted during paid or otherwise economically borne by the Title Examination Period and agreed to by SellerPurchaser; (iv) the amounts held amount, if any, by which the aggregate actual Cure Costs paid by the Purchaser in suspense respect of the Purchased Contracts, taken as shown a whole, exceed the Estimated Cure Costs set forth on Section 2.6 of the Seller Disclosure Schedule 3.4(d)in respect of the Purchased Contracts, taken as a whole; and (v) any other the amount agreed upon by of the parties in writingAccrued Suspense Funds.

Adjustments to Base Purchase Price. (a) To determine the Purchase Price (as herein defined)Price, the Base Purchase Price shall be increased by the following amounts: (i) the amount of all ad valorem, production, severance, property or similar Severance Taxes and Property Taxes paid by Seller Sellers and relating allocated to the Assets for periods from and after the Effective Time, calculated Buyer in a similar fashion as set forth in accordance with Section 2.3(b)(i)7.2; (ii) the aggregate amount of any and all operating costs Property Costs paid by Seller that relate to the Assets Sellers for periods from and after the Effective Time (excluding amounts for which the Base Purchase Price is increased pursuant to Section 2.3(a)(i2.5(a)(i) aboveor Section 2.5(a)(iii), including), but not limited toincluding (i) capital expenditures for which Sellers are obligated as set forth on Schedule 5.1, lease (ii) any costs or expenses incurred with respect to the ownership and operation of the Assets paid or payable to an Affiliate of Seller (other than overhead charges, paid to REO in REO’s capacity as operator of the Assets, which shall be deemed to be Property Costs to the extent incurred in the ordinary course of business in accordance with an operating expensesagreement in effect as of the date hereof and shall not exceed $500.00 per Well in any calendar month), transportation (iii) any amounts incurred in connection with the cure or remediation by Seller of any Title Defects or Environmental Defects in accordance with this Agreement, (iv) any costs and marketing expenses, lease payments, severance expenses incurred for repairs or otherwise in relation to the fire damage to the Casualty Well and production Taxes (v) any capital expenditures incurred by Sellers between the Effective Time and producing overhead ratesClosing in respect of the Xxxxxxxx 8H Well and the Xxxxxxxx 9H Well; (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 relating to the Assets for periods from which Buyer is responsible as set forth on Exhibit D that are paid by Sellers (excluding amounts for which the Base Purchase Price is increased pursuant to Section 2.5(a)(i) or Section 2.5(a)(ii)); (iv) the value of all Production in storage and after line fill as of the Effective Time with the value per MMBTU to be the TETCO-M2 price as of the Closing Date, and any imbalances of natural gas owed by third parties to Sellers and attributable to the Assets or the production therefrom as of the Effective Time, less applicable royalties, other burdens on production, taxes and applicable transportation, marketing and gathering fees; and (ivv) any other amount agreed upon by the parties Parties in writingwriting or set forth in this Agreement as an adjustment to the Base Purchase Price. (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 Property Taxes relating and Severance Taxes allocated to the Assets, Sellers in accordance with Section 7.2 and paid or otherwise economically borne by the Buyer; (ii) the aggregate amount of any and all Property Costs that relate to the extent that such unpaid Taxes relate to Assets for periods of time before the Effective Time (to the extent but that any such amount has not been finally determined are borne 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 hereofBuyer; (iiiii) amounts equal to all revenues (net of royalty, overriding royalty payments and similar such payments) collected by Seller Sellers that are attributable to Production production of oil or gas or other minerals from the Assets (but not taking into account any xxxxxx) and relating to periods of time from and after the Effective Time; (iiiiv) an amount equal to the extent such amount exceeds of accrued suspense funds set forth on Schedule 2.5(b); (v) an amount, calculated in accordance with the procedures of Exhibit A for Title Defect BasketDefects and Environmental Defects, equal to the aggregate sum of (A) the agreed value of all Title Defect Amounts (as defined in the Title Defect Mechanism) with respect to those Title Defects or Environmental Defects that are asserted during prior to Closing, and remain uncured by Sellers at Closing, and (B) the Allocated Value of all Properties retained by Seller on account of disputed or resolved Title Examination Period Defects and agreed Environmental Defects; provided that Title Defects and Environmental Defects for which there is no agreement prior to by SellerClosing shall be addressed in accordance with procedures of Exhibit A; (ivvi) an amount equal to the aggregate Allocated Values of Hard Consent Assets or other Assets excluded or retained pursuant to Section 5.4 or Section 5.9; (vii) an amount equal to any reduction of the Base Purchase Price pursuant to Section 7.4 or Section 7.16; (viii) if the Xxxxxxxx Lease is retained pursuant to Section 7.13, an amount equal to 100% of the Allocated Value of the Xxxxxxxx Lease, as set forth on Exhibit C; (ix) the amounts held in suspense as shown on Schedule 3.4(d)Allocated Value of the EQT Release Acres, if any; and (vx) any other amount agreed upon by the parties Parties in writingwriting or set forth in this Agreement as an adjustment to the Base Purchase Price.

Adjustments to Base Purchase Price. (a) To determine At least five (5) Business Days prior to the Purchase Price Closing Date, Seller shall cause to be prepared and delivered to Purchaser a closing statement (as herein defined), the Base Purchase Price shall be increased by the following amounts: “Closing Statement“) setting forth a good-faith estimate of (i) the amount of all ad valoremClosing Working Capital (such estimate, productionthe “Estimated Closing Working Capital Amount”), 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 Closing Cash Amounts (such estimate, 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“Estimated Closing Cash Amounts”), 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 Estimated Unpaid Company Transaction Expenses (such estimate, the “Estimated Unpaid Company Transaction Expenses”), and (iv) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”) and the resulting calculation of the Closing Purchase Price. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including for purposes of calculating the Working Capital, the use of the same line items and line item entries set forth on and used in the preparation of the Sample Working Capital Statement. (b) Within ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a written statement (the “Post-Closing Statement”), setting forth the calculation of the Closing Working Capital, the Closing Cash Amounts, the Closing Unpaid Company Transaction Expenses and the Closing Indebtedness. The Post-Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including for purposes of calculating the Working Capital, the use of the same line items and line item entries set forth on and used in the preparation of the Sample Working Capital Statement. (c) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if Seller does not deliver any Dispute Notice to Purchaser within such forty-five (45)-day period, the Post-Closing Statement will be final, conclusive and binding on the parties hereto. The Dispute Notice shall set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Seller’s determination of the Closing Working Capital, the Closing Cash Amounts, the Closing Unpaid Company Transaction Expenses and the Closing Indebtedness; provided, that any dispute set forth in the Dispute Notice shall be limited to the determination of the Closing Working Capital, the Closing Cash Amounts, the Closing Unpaid Company Transaction Expenses and the Closing Indebtedness, and Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Transaction Accounting Principles. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any disputed items and amounts set forth therein, and the parties hereto agree that other than to the extent disputed in the Dispute Notice, the Post-Closing Statement will be final, conclusive and binding on the parties hereto. If Purchaser and Seller, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Purchaser of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, BDO US LLP or if BDO US LLP is unavailable, then a nationally recognized accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute (and only such unresolved disputes in the Dispute Notice). If BDO US LLP is unavailable and Seller and Purchaser are unable to agree on the Independent Accounting Firm (if the firm agreed to is unavailable or conflicted), then each of Seller and Purchaser shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Purchaser and Seller shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the parties hereto, of the appropriate amount of any and all capital expenditures actually made each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or on Seller’s behalf Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to determining any items still in dispute in the Dispute Notice in accordance with the terms of this Agreement Agreement, and that relate the Independent Accounting Firm is not to make any other determination. All fees and expenses relating to the Assets work, if any, to be performed by the Independent Accounting Firm shall be allocated between Purchaser and Seller in inverse proportion to the relative amounts of the aggregate of the disputed amounts determined by the Independent Accounting Firm to be for periods the account of Purchaser and Seller, respectively (i.e., so that the prevailing party bears a lesser amount of such costs, fees and expenses). All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the parties hereto. (d) For purposes of complying with the terms set forth in this Section 2.6, from and after the Effective Time; and (iv) any other amount agreed upon by the parties in writing. (b) To determine the Purchase PriceClosing, Seller and Purchaser shall reasonably cooperate with and make available to each other, the Base Purchase Price shall be decreased by the following amounts: (i) the amount Independent Accounting Firm and each of their respective Representatives all of Seller’s unpaid ad valoreminformation, productionrecords, severancedata and working papers, property or similar Taxes relating to the Assets, in each case to the extent that such unpaid Taxes relate to periods of time before the Effective Time (related to the extent that any Business or Transferred Entities, and shall permit reasonable access, upon advance written notice, during normal business hours to the books and records of the Transferred Entities and their personnel (subject to reasonable confidentiality restrictions and to providing such amount has not been finally determined by Closing assurances, releases, indemnities 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 agreements as accountants may customarily require in such period which fall on each side circumstances), as may be reasonably required in connection with the preparation, analysis and review of the Effective Time; provided however, to Post-Closing Statement and 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 resolution 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 exceeds the Title Defect Basket, the aggregate of the Title Defect Amounts (as defined in the Title Defect Mechanism) with respect to those Title Defects that are asserted during the Title Examination Period and agreed to by Seller; (iv) the amounts held in suspense as shown on Schedule 3.4(d); and (v) any other amount agreed upon by the parties in writingdisputes thereunder.

Adjustments to Base Purchase Price. The Base Purchase Price will be adjusted as follows: (a) To determine the Purchase Price (as herein defined), the The Base Purchase Price shall will be increased adjusted upward by the following amounts:amounts (without duplication): (i) An amount equal to, to the extent that such amount has been received by Buyer and not remitted or paid to Seller, the value of all ad valoremHydrocarbons from or attributable to the Assets in storage or existing in pipelines, productionplants and tanks (including inventory and line fill) and upstream of the sales meter as of the Effective Time, severancethe value to be based upon the contract price in effect as of the Effective Time (or the sales price, property or similar Taxes if there is no contract price, in effect as of the Effective Time); (ii) Except to the extent covered by Section 3.02(a)(iv), an amount equal to all Property Expenses (excluding any expenses that are typically charged by Seller to the Assets in respect of its overhead, which are addressed in Section (iv)) and all other costs and expenses (excluding, for the avoidance of doubt, any Income Taxes, Assets Taxes, and Transfer Taxes) paid by Seller and relating that are attributable to the Assets for periods during the period 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 whether 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 before 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 , including (ivA) any other amount agreed upon bond and insurance premiums paid 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 or on behalf 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 Seller 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 howeverInterim Period, to the extent that such Taxes are computed based on the production from the Assets(B) Burdens, such Taxes shall be prorated between the parties based on the period in which such Production which is the basis (C) rental and other lease maintenance payments, and (D) prepayments for such calculation occurs, in the same manner as the parties are entitled to receive work or services performed (or to be credited withperformed) 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) [RESERVED] (iv) a monthly overhead amount (for the period commencing from the Effective Time through the Closing Date, but not exceeding three (3) months in any event) equal to $110,000 per month, prorated for any partial month; (v) subject to Section 3.08, to the extent that Seller either (x) is underproduced for Hydrocarbons, or (y) has overdelivered any Hydrocarbons, in each case, as of the Effective Time as set forth in Schedule 4.10, as complete and final settlement of all Imbalances attributable to the Assets, the sum of (A) an amount equal to the product of the underproduced or overdelivered volumes times $4.50/MMBtu for gaseous Hydrocarbons, and (B) an amount equal to the product of the underproduced or overdelivered volumes times $70.00/Bbl for liquid Hydrocarbons; (vi) the amount of all Asset Taxes allocated to Buyer in accordance with Article XIII but only to the extent they are paid or otherwise economically borne by Seller; and (vii) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer. (b) The Base Purchase Price will be adjusted downward by the following amounts (without duplication): (i) an amount equal to, to the extent that such amount exceeds has been received by Seller and not remitted or paid to Buyer, all proceeds actually received by Seller attributable to the Title Defect Basket, the aggregate ownership or operation of the Title Defect Amounts Assets, including the sale of Hydrocarbons produced from or allocable to such Assets during the period following the Effective Time, net of expenses (as defined other than Property Expenses and other expenses taken into account pursuant to Section 3.02(a), Income Taxes, Asset Taxes, and Transfer Taxes) directly incurred in earning or receiving such proceeds; (ii) if Seller makes the Title Defect Mechanismelection under Section 11.02(d)(i) with respect to those a Title Defects that are asserted during Defect, the Title Examination Period and agreed Defect Amount with respect to by Sellersuch Title Defect if the Title Defect Amount has been determined as of or prior to the Closing; (iii) if Seller makes the election under Section 12.01(c)(i) with respect to an Environmental Defect, the Remediation Amount with respect to such Environmental Defect if the Remediation Amount has been determined as of or prior to the Closing; (iv) the amounts Allocated Value of the Assets excluded from the Transactions pursuant to Section 11.02(d)(ii), Section 11.04(b), Section 11.05(a), Section 11.05(b) or Section 12.01(c)(ii); (v) subject to Section 3.08, to the extent that Seller either (x) is overproduced for Hydrocarbons, or (y) has underdelivered any Hydrocarbons, in each case, as of the Effective Time as set forth in Schedule 4.10, as complete and final settlement of all Imbalances attributable to the Assets, the sum of (A) an amount equal to the product of the overproduced or underdelivered volumes times $4.50/MMBtu for gaseous Hydrocarbons, and (B) an amount equal to the product of the overproduced or underdelivered volumes times $70.00/Bbl for liquid Hydrocarbons; (vi) the amount of all Asset Taxes allocated to Seller in accordance with Article XIII but only to the extent they are paid or otherwise economically borne by Buyer; (vii) an amount equal to all proceeds from sales of Hydrocarbons arising from the Assets and payable to owners of Working Interests, royalties, overriding royalties and other similar interests (in each case) that are held by Seller in suspense as shown on Schedule 3.4(d)of the Closing Date; and (vviii) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer. Notwithstanding anything to the parties contrary in writingthis Agreement, all adjustments to the Base Purchase Price shall be made only to the Cash Consideration (the Cash Consideration, as so adjusted, the “Adjusted Cash Consideration”).

Adjustments to Base Purchase Price. (a) To determine the Purchase Price (as herein defined), the Base Purchase Price shall be increased by the following amountsamounts in accordance with GAAP and XXXXX standards: (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) amount equal to the extent such amount exceeds the Title Defect Basket, the aggregate of the Title Defect Amounts (as defined in the Title Defect Mechanism) with respect to those Title Defects that are asserted during the Title Examination Period and agreed to by SellerDeposit; (iv) the amounts held in suspense as shown on Schedule 3.4(d); Suspense Funds; (v) and (vvi) any other amount agreed upon by the parties in writing.