Common use of Adjustments to Cash Consideration Clause in Contracts

Adjustments to Cash Consideration. (a) The Cash Consideration shall be increased by the following amounts: (i) the value of all oil and gas in storage or pipelines at the Effective Time above the pipeline connection or upstream of the sales meter which is credited to the Assets, such value to be the market value or, if applicable, the contract price in effect as of the Effective Time, less taxes and deductions by the purchaser(s) of production (provided that Seller shall not receive any of the proceeds attributable to the sale of such oil and gas); (ii) an amount equal to all prepaid expenses attributable to the Assets that are paid by Seller in the ordinary course of business prior to the Closing Date that inure to the benefit of Buyer and that are in accordance with generally accepted accounting principles, attributable to the ownership and operation of the Assets on and after the Effective Time, including without limitation, prepaid Asset Taxes (but excluding income Taxes); (iii) without duplication of Section 2.4(a)(i), an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets prior to the Effective Time which were paid to Buyer and not delivered to Seller; (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writing. (b) The Cash Consideration shall be decreased by the following amounts: (i) an amount equal to any unpaid expenses attributable to the ownership and operation of the Assets prior to the Effective Time including without limitation, Asset Taxes (but excluding income Taxes); (ii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal to the amount of accrued suspense funds (to be determined as of Closing and which shall include those amounts set forth on Schedule 3.6(a)) to the extent such amounts are not transferred to Buyer at Closing; (iv) an amount, calculated in accordance with the procedures of Exhibit A for Title Defects, equal to the agreed value of any Title Defect that is asserted prior to the Title Deadline Date, and remains uncured by Seller at Closing; provided that Title Defects for which there is no agreement prior to Closing shall be addressed in accordance with procedures of Exhibit A; (v) an amount determined pursuant to Section 8.2(b); (vi) any amounts determined pursuant to Section 7.2(a); (vii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) to the extent such has not been received by Magnum Hunter and which are produced from or attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (viii) any other amount agreed upon by the Parties in writing.

Adjustments to Cash Consideration. The Cash Consideration shall be adjusted as follows: (a) The Cash Consideration shall be increased adjusted upward by the following (without duplication of any amounts:): (i) an amount equal to all proceeds actually received and retained by Buyer, net of Lease Burdens, from the production, transportation, gathering, processing, treating or sale of Hydrocarbons that have not been remitted to any Seller produced from the Properties prior to the Effective Time and an amount equal to the value of all oil and gas in storage or pipelines at the Effective Time above the pipeline connection or upstream of the sales meter which is credited to the Assets, such value to be the market value or, if applicable, the contract price in effect condensate tank inventory as of the Effective Time, less taxes calculated based on $45.00 per barrel; (ii) except for any Property Expenses already deducted in the determination of proceeds in Section 2.2(a)(i), an amount equal to all direct and deductions by the purchaser(s) of production (provided that Seller shall not receive any of the proceeds actual Property Expenses attributable to the Properties from and after the Effective Time that are actually paid by or on behalf of Sellers or their Affiliates; (iii) to the extent that there are any Imbalances as of the Effective Time, if the net of such Imbalances is an overdelivery imbalance (that is, at the Effective Time, any Seller has delivered more gas to the pipeline than the pipeline has redelivered for such Seller and there is no corresponding set off under the terms of the gas purchase contracts and agency agreements related to the applicable pipeline), then the Cash Consideration shall be adjusted upward by (A) $1.50 times (B) the net overdelivery imbalance in Mmbtus (in the event such publication shall cease to be published, the Parties shall select a comparable publication); (iv) the New Lease Purchase Price for any New Leases acquired by Sellers pursuant to Section 4.8(a) or as part of an exchange of oil and gas leases under Section 4.8(b); provided, however, that with respect to any New Leases for which a binding purchase agreement or assignment has been executed but for which the closing has not occurred as of the Closing Date, such adjustment shall be equal to the excess of the New Lease Purchase Price for such New Lease over the amount to be paid by Sellers (or any member thereof) to the seller or assignor at such subsequent closing; (v) the amount of all Production Taxes allocable to Buyer in accordance with Section 6.3 that are paid by Sellers on or before the Closing Date; and (vi) any other amount provided for elsewhere in this Agreement or otherwise mutually agreed upon by Sellers’ Representative and Buyer. (b) The Cash Consideration shall be adjusted downward by the following (without duplication of any amounts): (i) an amount equal to all proceeds actually received and retained by any Seller, net of Lease Burdens, from the production, transportation, gathering, processing, treating, or sale of such oil Hydrocarbons that have not been remitted to Buyer, including condensate tank inventory, produced from the Properties from and gas)after the Effective Time; (ii) an amount equal to all prepaid expenses direct and actual Property Expenses attributable to the Assets Properties before the Effective Time that are actually paid by Seller in the ordinary course of business prior to the Closing Date that inure to the benefit or on behalf of Buyer and that are in accordance with generally accepted accounting principles, attributable to the ownership and operation of the Assets on and after the Effective Time, including without limitation, prepaid Asset Taxes (but excluding income Taxes)or its Affiliates; (iii) without duplication to the extent that there are any Imbalances as of Section 2.4(a)(ithe Effective Time, if the net of such Imbalances is an underdelivery imbalance (that is, at the Effective Time, any Seller has delivered less gas to the pipeline than the pipeline has redelivered for Seller and there is no corresponding set off under the terms of the gas purchase contracts and agency agreements related to the applicable pipeline), an amount equal then the Cash Consideration shall be adjusted downward by (A) $1.50 times (B) the net underdelivery imbalance in Mmbtus (in the event such publication shall cease to all proceeds from be published, the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets prior to the Effective Time which were paid to Buyer and not delivered to SellerParties shall select a comparable publication); (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writing. (b) The Cash Consideration shall be decreased by the following amounts: (i) an amount equal to any unpaid expenses attributable to the ownership and operation of the Assets prior to the Effective Time including without limitation, Asset Taxes (but excluding income Taxes); (ii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal to the amount aggregate of accrued suspense funds (to be determined as of Closing all TD Purchase Price Adjustment Amounts, ED Purchase Price Adjustment Amount, the RC Purchase Price Adjustment and which shall include those amounts set forth on Schedule 3.6(a)) to the extent such amounts are not transferred to Buyer at Closing; (iv) an amount, calculated in accordance with the procedures of Exhibit A for Title Defects, equal to the agreed value of any Title Defect that is asserted prior to the Title Deadline Date, and remains uncured by Seller at Closing; provided that Title Defects for which there is no agreement prior to Closing shall be addressed in accordance with procedures of Exhibit APR Purchase Price Adjustments; (v) an the aggregate amount determined pursuant to of the Allocated Values of all (1) Environmental Review Excluded Properties, and (2) Properties excluded under Section 8.2(b5.6(b)(ii); (vi) any amounts determined the aggregate amount of cash expended by Sellers to acquire New Leases, including pursuant to Section 7.2(a4.8(b); provided, however, that there shall be excluded from such decrease all of Sellers’ and Sellers’ reasonable and documented out-of-pocket acquisition costs associated therewith including lease broker costs and title examination costs; (vii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) to the extent such has not been received by Magnum Hunter and which are produced from or attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned Suspense Funds as of the date hereof Closing Date; (viii) the amount of all Production Taxes allocable to Sellers in and to all properties jointly owned by Seller and Magnum Hunter accordance with Section 6.3 that are not paid on or PRC Williston LLC, including without limitation, before the Units, Xxxxx and LeasesClosing Date; and (viiiix) any other amount provided for elsewhere in this Agreement or otherwise mutually agreed upon by the Parties in writingSellers’ Representative and Buyer.

Adjustments to Cash Consideration. (a) The Cash Consideration shall be increased by subject to the following amounts:adjustments (the “Cash Consideration Adjustment”): (i) In the value of all oil and gas in storage or pipelines at event that the Effective Time above the pipeline connection or upstream principal amount of the sales meter which is credited 15% Note, plus accrued and unpaid interest thereon (determined without regard to any make-whole provision) as of immediately prior to the AssetsClosing, such value to exceeds US$30,000,000, then the Cash Consideration shall be the market value or, if applicable, the contract price in effect as of the Effective Time, less taxes and deductions reduced by the purchaser(s) of production (provided that Seller shall not receive any of the proceeds attributable to the sale of such oil and gas); (ii) an amount equal to all prepaid expenses attributable to the Assets that are paid by Seller in the ordinary course of business prior to the Closing Date that inure to the benefit of Buyer and that are in accordance with generally accepted accounting principles, attributable to the ownership and operation of the Assets on and after the Effective Time, including without limitation, prepaid Asset Taxes (but excluding income Taxes); (iii) without duplication of Section 2.4(a)(i), an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets prior to the Effective Time which were paid to Buyer and not delivered to Seller; (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writingexcess. (bii) The Cash Consideration shall be decreased reduced by the following amounts: (i) an amount equal to any unpaid expenses attributable to the ownership and operation of the Assets prior to the Effective Time including without limitation, Asset Taxes (but excluding income Taxes); (ii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal to the outstanding principal amount of the Additional Draw Note plus accrued suspense funds and unpaid interest thereon (determined without regard to be determined any make-whole provision) as of Closing and which shall include those amounts set forth on Schedule 3.6(a)) to the extent such amounts are not transferred to Buyer at Closing; (iv) an amount, calculated in accordance with the procedures of Exhibit A for Title Defects, equal to the agreed value of any Title Defect that is asserted immediately prior to the Title Deadline Date, and remains uncured by Seller at Closing; provided that Title Defects for which there is no agreement prior to Closing . (iii) The Cash Consideration shall be addressed in accordance with procedures of Exhibit A; (v) an amount determined pursuant to Section 8.2(b); (vi) any amounts determined pursuant to Section 7.2(a); (vii) increased by an amount equal to the sum of (i) all proceeds from cash amounts contributed by HNR or Seller to any HVDH Company on or after the sale Effective Date and prior to the Closing to pay for expenditures of hydrocarbons such HVDH Company provided for in the 2016 budget for the HVDH Companies, a true and correct copy of which has been provided to Buyer, as such 2016 budget may hereafter be amended with the consent of Buyer (net with such consent not to be unreasonably withheld, conditioned or delayed) (the “2016 Budget”) and (ii) all accounts payable and other accrued costs and expenses incurred by HNR or Seller for the benefit of any royalties, overriding royalties or other burdens HVDH Company on or payable out of production, gathering, processing after the Effective Date and transportation costs) prior to the extent such has Closing that are provided for in the 2016 Budget. If the Closing shall not been received have occurred by Magnum Hunter and which are produced from or attributable December 1, 2016, Seller shall deliver a 2017 budget for the HVDH Companies to Magnum Hunter’s or PRC Williston LLC’s interests owned as Buyer (the “Updated Budget”) no later than December 15, 2016, and, if Buyer approves of the date hereof Updated Budget (such approval not to be unreasonably withheld, conditioned or delayed) the references in the preceding sentence to the 2016 Budget shall be deemed to refer to the 2016 Budget and the Updated Budget. (b) At least five (5) Business Days prior to all properties jointly owned the Closing, HNR or Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of the Cash Consideration Adjustment (the “Estimated Cash Consideration Adjustment”), which statement shall set forth in reasonable detail each adjustment to the Cash Consideration pursuant to Section 2.2(a). Buyer may object to the Estimated Cash Consideration Adjustment on or before the third (3rd) Business Day prior to the Closing by delivering to Seller a written statement setting forth Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Buyer’s disagreement therewith, after which Buyer and Seller shall negotiate in good faith a resolution to such objections. The amount so agreed shall be the Estimated Cash Consideration Adjustment for purposes of the Closing. If Buyer and Seller are unable to resolve such dispute, the Estimated Cash Consideration Adjustment delivered by HNR or Seller, as applicable, to Buyer shall be the Estimated Cash Consideration Adjustment for purposes of the Closing. (c) No later than thirty (30) days following the Closing Date, Buyer will cause to be prepared and delivered to Seller and HNR a statement setting forth its good faith calculation of the Cash Consideration Adjustment, which statement shall set forth in reasonable detail each adjustment to the Cash Consideration pursuant to Section 2.2(a). Seller and HNR may object to Buyer’s calculation of the Cash Consideration Adjustment within ten (10) Business Days following receipt by Seller and Magnum Hunter HNR of Buyer’s calculation of the Cash Consideration Adjustment by delivering to Buyer a written statement setting forth Seller’s and HNR’s objections in reasonable detail, indicating each disputed item or PRC Williston LLCamount and the basis for Buyer’s disagreement therewith (the “Dispute Notice”); provided, including without limitationthat if Seller and HNR do not deliver any Dispute Notice to Buyer within such ten (10)-Business-Day period, Buyer’s calculation of the Cash Consideration Adjustment will be final, conclusive and binding on the parties hereto. Upon receipt of a Dispute Notice, Buyer and Seller shall negotiate in good faith a resolution to Seller’s and HNR’s objections, which resolution shall be final and binding. (d) If the Estimated Cash Consideration Adjustment minus the finally determined Cash Consideration Adjustment (such difference, which may be a positive or a negative number, the Units“Post-Closing Adjustment”) is a negative number, Xxxxx Seller and Leases; and HNR shall within three (viii3) any other amount agreed upon Business Days of the final determination of the Cash Consideration Adjustment pay the Post-Closing Adjustment to Buyer by wire transfer from a Qualified Institution of immediately available funds to an account at a Qualified Institution designated by Buyer at least two (2) Business Days prior to such date. If the Parties in writingPost-Closing Adjustment is a positive number, Buyer shall within three (3) Business Days of the final determination of the Cash Consideration Adjustment pay the Post-Closing Adjustment to Seller by wire transfer from a Qualified Institution of immediately available funds to an account at a Qualified Institution designated by Seller at least two (2) Business Days prior to such date.

Adjustments to Cash Consideration. The Cash Consideration shall be adjusted as follows: (a) The Cash Consideration shall be increased adjusted upward by the following (without duplication of any amounts:): (i) the value of all oil and gas in storage or pipelines at the Effective Time above the pipeline connection or upstream of the sales meter which is credited to the Assets, such value to be the market value or, if applicable, the contract price in effect extent that there are any Imbalances as of the Effective Time, less taxes if the net of such Imbalances is an overdelivery imbalance (that is, at the Effective Time, the Company Group has delivered more gas to the pipeline than the pipeline has redelivered for the Company Group and deductions there is no corresponding set off under the terms of the gas purchase contracts and agency agreements related to the applicable pipeline), then the Cash Consideration shall be adjusted upward by (A) $1.50 times (B) the net overdelivery imbalance in Mmbtus (in the event such publication shall cease to be published, the Parties shall select a comparable publication); and (ii) any other amount provided for elsewhere in this Agreement or otherwise mutually agreed upon by Sellers’ Representative and Buyer. (b) The Cash Consideration shall be adjusted downward by the purchaser(sfollowing (without duplication of any amounts): (i) of production (provided to the extent that Seller shall not receive there are any Imbalances as of the proceeds attributable Effective Time, if the net of such Imbalances is an underdelivery imbalance (that is, at the Effective Time, the Company Group has delivered less gas to the sale pipeline than the pipeline has redelivered for the Company Group and there is no corresponding set off under the terms of the gas purchase contracts and agency agreements related to the applicable pipeline), then the Cash Consideration shall be adjusted downward by (A) $1.50 times (B) the net underdelivery imbalance in Mmbtus (in the event such oil and gaspublication shall cease to be published, the Parties shall select a comparable publication); (ii) an amount equal to all prepaid expenses attributable to the Assets that are paid by Seller in the ordinary course of business prior to the Closing Date that inure to the benefit of Buyer and that are in accordance with generally accepted accounting principles, attributable to the ownership and operation aggregate of the Assets on TD Purchase Price Adjustment Amount and after the Effective Time, including without limitation, prepaid Asset Taxes (but excluding income Taxes)ED Purchase Price Adjustment Amount; (iii) without duplication of Section 2.4(a)(i), an the aggregate amount equal to all proceeds from the sale of hydrocarbons (net of any royaltiesIndebtedness under clause (a) of the definition thereof owing by the Company Group as of the Effective Time, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable except for Indebtedness under the Company Credit Facility to the Assets prior to the Effective Time which were paid to Buyer and not delivered to Sellerextent such amount is less than $50,000,000; (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned absolute value as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writing. (b) The Cash Consideration shall be decreased by the following amounts: (i) an amount equal to any unpaid expenses attributable to the ownership and operation of the Assets prior to at the Effective Time including without limitation, Asset Taxes of the positive difference between Company Group current assets (but excluding income Taxes); (ii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal to the amount of accrued suspense funds (to be as determined as of Closing and which shall include those amounts set forth on Schedule 3.6(a)) to the extent such amounts are not transferred to Buyer at Closing; (iv) an amount, calculated in accordance with the procedures of Exhibit A for Title Defects, equal to the agreed value of any Title Defect that is asserted prior to the Title Deadline Date, and remains uncured by Seller at Closing; provided that Title Defects for which there is no agreement prior to Closing shall be addressed GAAP) minus Company Group current liabilities (as determined in accordance with procedures GAAP), which, for purposes of Exhibit Athis Section 2.2(b)(iv), the Parties agree shall be $8,059,101.00; (v) an the aggregate amount determined pursuant to Section 8.2(b)of all Transaction Liabilities; (vi) any amounts determined pursuant the aggregate amount of Sellers Taxes to the extent not taken into account for purposes of the calculations set forth in Section 7.2(a2.2(b)(iv);; and (vii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) to the extent such has not been received by Magnum Hunter and which are produced from or attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (viii) any other amount provided for elsewhere in this Agreement or otherwise mutually agreed upon by the Parties in writingSellers’ Representative and Buyer.

Adjustments to Cash Consideration. The Cash Consideration shall be adjusted as follows: (a) The Cash Consideration shall be increased adjusted upward by the following amountsfollowing: (i) the value of all marketable oil and gas in storage or pipelines at the Effective Time above the pipeline connection or upstream as of the sales meter which Effective Time and not previously sold by Seller that is credited attributable to the Oil and Gas Assets, such value to be the market value orAverage Price, if applicableless applicable royalties, burdens, Taxes and gravity adjustments; (ii) the contract price following amounts paid by or on behalf of Seller in effect as connection with the operation of the Oil and Gas Assets, in accordance with generally accepted accounting principles, attributable to the period after the Effective Time: (A) all ad valorem, less taxes property, production, excise, severance and deductions similar Taxes based upon or measured by the purchaser(s) ownership of property or the production (provided that Seller shall not receive any of Hydrocarbons or the receipt of proceeds attributable therefrom, pursuant to the sale of such oil and gasproration provided in Section 2.2(c); (iiB) all expenditures, rentals and other charges and expenses billed under applicable operating agreements, and in the absence of an operating agreement, expenses of the sort customarily billed under such agreements. Seller shall be entitled to retain all amounts for reimbursement to the operator of indirect overhead expenses of the type typically provided for in per well or per month charges under the XXXXX form of accounting procedure received (or invoiced) by Seller as operator to third party non-operators attributable to periods prior to the Closing Date; (C) an amount equal to all prepaid expenses attributable to the Oil and Gas Assets that are paid by or on behalf of Seller that are, in accordance with U.S. generally accepted accounting principles, attributable to the ordinary course period after the Effective Time; (D) any capital costs actually paid by Seller that are not related to a Well listed on Schedule 2.4(a) or Schedule 2.4(b), and, with respect to capital costs incurred after the date of business this Agreement, for which Seller has obtained written consent from Buyer pursuant to Section 6.4 if such consent is required; and (E) if the Closing has not occurred on or prior to September 30, 2008, and the conditions of Section 10.1 were satisfied on or prior to September 30, 2008, an amount equal to the interest which accrues at the Agreed Rate on an amount equal to $900,000,000 less the Deposit, from September 30, 2008 to the Closing Date Date; (iii) in the event that inure the amount of Imbalances as of the Effective Time attributable to underproduction (expressed on an Mcf basis) exceeds the amount of Imbalances as of the Effective Time attributable to overproduction (expressed on an Mcf basis), the amount determined by multiplying the difference between such amounts times $6.00; (iv) the amount, if any, required by Section 2.4; (v) the amount of any beneficial title discrepancy pursuant to Section 8.2(d); (vi) an amount equal to the benefit aggregate cash paid in July 2008 by Seller to renew or extend Leases as set forth on Schedule 2.2(a)(vi); and (vii) any other amount agreed upon in writing by Seller and Buyer. (b) The Cash Consideration shall be adjusted downward by the following: (i) proceeds received by Seller attributable to the Assets (including, but not limited to, sales of Buyer and Hydrocarbons through the Closing Date) that are are, in accordance with generally accepted accounting principles, attributable to the ownership and operation period of the Assets on time from and after the Effective Time, including without limitation, prepaid Asset Taxes (but excluding income Taxes); (iiiii) without duplication of Section 2.4(a)(i)to the extent not otherwise treated as an adjustment to the Cash Consideration in this Agreement, an amount equal to all proceeds from the sale of hydrocarbons (net of any royaltiesunpaid or unassessed ad valorem, overriding royalties or other burdens on or payable out of property, production, gathering, processing severance and transportation costs) produced from similar Taxes and assessments based upon or measured by the ownership of the Oil and Gas Assets that are attributable to the Assets periods of time prior to the Effective Time which were paid to Buyer and not delivered to Seller; (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) Time, pursuant to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof proration provided in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writing. (b) The Cash Consideration shall be decreased by the following amounts: (i) an amount equal to any unpaid expenses attributable to the ownership and operation of the Assets prior to the Effective Time including without limitation, Asset Taxes (but excluding income TaxesSection 2.2(c); (ii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal to the amount sum of accrued suspense funds (to be determined as of Closing all Title Defect and which shall include those amounts set forth on Schedule 3.6(a)) to the extent such amounts are not transferred to Buyer at ClosingEnvironmental Defect adjustments made in accordance with Article VIII and Article IX; (iv) an amount, calculated in accordance with the procedures of Exhibit A for Title Defects, amount equal to the agreed value Allocated Value of any Title Defect that is asserted prior Oil and Gas Assets not sold to Buyer because of the Title Deadline Date, and remains uncured exercise before Closing by Seller at Closing; provided that Title Defects for which there is no agreement prior a third party of a preferential right to Closing shall be addressed in accordance with procedures of Exhibit Apurchase under Section 8.6; (v) an amount determined pursuant equal to all cash in, or attributable to, “Suspense Accounts” relative to the Oil and Gas Assets and held by Seller as set forth in Section 8.2(b)7.10; (vi) any amounts determined pursuant to Section 7.2(a); (vii) an in the event that the amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) to the extent such has not been received by Magnum Hunter and which are produced from or attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned Imbalances as of the date hereof in and Effective Time attributable to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitationoverproduction (expressed on an Mcf basis) exceeds the amount of Imbalances as of the Effective Time attributable to underproduction (expressed on an Mcf basis), the Units, Xxxxx and Leasesamount determined by multiplying the difference between such amounts times $6.00; and (viiivii) any other amount agreed upon in writing by Seller and Buyer. (c) Any ad valorem, property, and similar Taxes and assessments on the Parties Oil and Gas Assets shall be prorated upon the basis of the tax year for which assessed (unless undeterminable as of the Closing Date and then based upon the previous year’s ad valorem, property, production, excise, severance and similar Taxes and assessments with an adjustment to be made by payment between the parties to “true-up” such Taxes when the actual amount is determinable) and payable and apportioned between Seller and Buyer upon the basis of the actual number of days before and after the Effective Time in writingsuch year. Any production, excise, severance or similar Taxes based on or measured by production from the Oil and Gas Assets shall be allocated (i) to Seller to the extent based on production occurring prior to the Effective Time, and (ii) to Buyer to the extent based on production occurring from and after the Effective Time. (d) It is Seller’s and Buyer’s intent that the adjustments under this Agreement to the Cash Consideration, and any components of such adjustments, shall not be applied or computed in a manner that results in a duplicative effect.

Adjustments to Cash Consideration. (a) The Cash Consideration for the Xxxxxx Assets shall be increased by the following amounts: (i) the value of adjusted as follows with all oil and gas in storage or pipelines at the Effective Time above the pipeline connection or upstream of the sales meter which is credited to the Assets, such value to be the market value or, if applicable, the contract price in effect as of the Effective Time, less taxes and deductions by the purchaser(s) of production (provided that Seller shall not receive any of the proceeds attributable to the sale of such oil and gas); (ii) an amount equal to all prepaid expenses attributable to the Assets that are paid by Seller in the ordinary course of business prior to the Closing Date that inure to the benefit of Buyer and that are amounts being determined in accordance with generally accepted accounting principles, attributable to principles and XXXXX standards: (a) Reduced by the ownership and operation aggregate amount of the Assets on and after following proceeds received by Xxxxxx between the Effective Time, including without limitation, prepaid Asset Taxes Date and the Closing Date (but excluding income Taxes); with the period between the Effective Date and the Closing Date referred to as the "Adjustment Period"): (iiii) without duplication fifty percent (50%) of Section 2.4(a)(i), an amount equal to all the proceeds from the sale of hydrocarbons Hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costscosts and any production, severance, sales or excise Taxes not reimbursed to Xxxxxx by the purchaser of production) produced from or attributable to the Assets prior Properties during the Adjustment Period, and (ii) fifty percent (50%) of any other proceeds earned with respect to the Effective Time which were paid to Buyer and not delivered to SellerXxxxxx Assets during the Adjustment Period; (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writing. (b) The Cash Consideration shall be decreased by the following amounts: Reduced in accordance with Section 5.4 (i) an with respect to which preferential purchase rights have been exercised prior to Closing or (ii) that cannot be transferred at Closing due to unwaived requirements for consent to the assignments contemplated hereby; (c) Reduced as a result of Title Defects for which the Title Defect Amount has been determined prior to Closing by the Title Defect Amount; (d) Increased by the amount equal to any unpaid expenses of fifty percent (50%) of all Property Costs and other costs attributable to the ownership and operation of the Xxxxxx Assets prior to which are paid by Xxxxxx and incurred at or after the Effective Time including without limitation, Asset Taxes (but excluding income Taxes)Date; (iie) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal to Increased by the amount of accrued suspense funds the purchase price paid by Xxxxxx (to be determined at actual cost) for additional oil and gas leases covering the Project Area since the Effective Date, as reflected in the Preliminary Settlement Statement described in Section 9.2(g) hereof, provided that Xxxxxx shall promptly pay AEPC fifty percent (50%) of Closing and which shall include those amounts set forth on Schedule 3.6(a)) to the extent any such amounts are not transferred subsequently refunded to Buyer at Closing; (iv) an amountXxxxxx, calculated in accordance with the procedures of Exhibit A for Title Defects, equal to the agreed value of any Title Defect that is asserted prior to the Title Deadline Date, and remains uncured by Seller at Closing; provided that Title Defects for which there is no agreement prior to Closing shall be addressed in accordance with procedures of Exhibit A; (v) an amount determined pursuant to Section 8.2(b); (vi) any amounts determined pursuant to Section 7.2(a); (vii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) to the extent such has not been received by Magnum Hunter and which are produced from or attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (viiif) any other amount agreed upon by Increased or decreased, as appropriate, pursuant to the Parties in writingprovisions of Section 7.7.