Adjustments to Cash Purchase Price Sample Clauses

Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted as of the Closing pursuant to Section 2.4(a) and, after the Closing, pursuant to Section 2.4(b), but only with respect to matters identified in the Closing Settlement Statement, the Post-Closing Statement or an Adjustment Notice in accordance with the following: (a) increased by an amount equal to the value of all Hydrocarbons attributable to the Company Assets in storage or existing in pipelines, plants and/or tanks (including inventory and line and tank fill) in each case that are, as of the Effective Time, (i) upstream of the pipeline connection or above the relevant outlet flange or (ii) upstream of the sales meter, if any, the value of such Hydrocarbons to be based upon the contract price in effect as of the Effective Time (or the price paid to the applicable Company in connection with the sale of such Hydrocarbons, if there is no contract price, in effect as of the Effective Time), less Burdens and transportation, marketing and other post-production expenses charged by third parties (other than Taxes) on such production; (b) decreased by an amount equal to all proceeds actually received by Seller or any of its Affiliates (other than the Companies) (irrespective of whether received before or after the Effective Time) or by any Company prior to the Closing attributable to the sale of Hydrocarbons attributable to the Company Assets (i) produced from or allocable to the Company Assets during the period following the Effective Time or (ii) contained in storage or existing in pipelines, plants and/or tanks (including inventory and line and tank fill) as of the Effective Time for which an upward adjustment to the Purchase Price was made pursuant to Section 2.3(a), in each case, net of any applicable Burdens; (c) increased by an amount equal to all Company Operating Expenses and other costs and expenses incurred by Seller, any Company or their Affiliates that are attributable to any Company Assets during the period following the Effective Time and paid by Seller or any of its Affiliates (other than the Companies) (irrespective of whether paid before or after the Effective Time) or paid by any Company prior to the Closing, including (A) insurance premiums paid by or on behalf of Seller or any Company with respect to any Company’s interest in any Company Assets for the period following the Effective Time, (B) Burdens and (C) rentals and other lease maintenance payments, but excluding from this paragraph (c), for the av...

Adjustments to Cash Purchase Price. The Unadjusted Cash Purchase Price shall be adjusted as follows (without duplication), but (x) in the case of Sections ‎2.3(c), ‎2.3(d) and ‎2.3(e), only to the extent identified on or before the Cut-Off Date; and (y) in the case of Section ‎2.3(f), only to the extent paid or received, as applicable, on or before the Cut-Off Date: (a) decreased in accordance with Section 3.8; (b) decreased as a consequence of Assets (or any portions thereof) excluded from the transactions contemplated by this Agreement as set forth in Sections 3.4(a), ‎3.7(d), ‎3.12 or ‎3.13; (c) with respect to production, pipeline, storage, processing, or other imbalances or overlifts, (i) decreased (for amounts owed by Seller or any of its Affiliates to any third Person as of the Effective Date) or (ii) increased (for amounts owed by any third Person to Seller or any of its Affiliates as of the Effective Date), as applicable, (A) in the case of gaseous Hydrocarbons, on the basis of $2.78 per MMBtu, multiplied by the amount of imbalance in MMBtu, (B) in the case of liquid Hydrocarbons (other than NGLs), on the basis of $61.45 per barrel, multiplied by the amount of the imbalance in barrels, (C) in the case of NGLs, on the basis of $27.47 per barrel, multiplied by the amount of the imbalance in barrels (in each case of sub-clauses (i) and (ii) hereof, net of any (x) Royalties; (y) gathering, processing, compression, transportation, marketing and other similar costs and expenses paid or that would be payable in connection with sales of oil, gas, or other Hydrocarbons) or (D) by an amount agreed to in writing by the Parties; (d) increased by the aggregate amount of Seller’s share of any merchantable Hydrocarbon inventories produced from or credited to the Properties in storage tanks included in the Assets upstream of delivery points to the relevant purchasers on the Effective Date and based on the quantities in such storage tanks as of the Effective Date (solely to the extent such Hydrocarbon inventories are not sold prior to the Closing Date), multiplied by the Contract price therefor, or, if there is no applicable Contract, (A) in the case of gaseous Hydrocarbons, multiplied by $2.78 per MMBtu, (B) in the case of liquid Hydrocarbons (other than NGLs), multiplied by $61.45 per barrel or (C) in the case of NGLs, on the basis of $27.47 per barrel (in each case, net of any (x) Royalties; (y) gathering, processing, compression, transportation, marketing and other similar costs and expenses pai...

Adjustments to Cash Purchase Price. Prior to the Closing Date, Seller agrees to provide to Buyer an estimated consolidated balance sheet of the Company (the “Pre-Closing Estimated Balance Sheet”), which shall include an estimated calculation of Net Working Capital (the “Pre-Closing Net Working Capital”). The calculation of Pre-Closing Net Working Capital is disclosed in Section 2.04(a)(i). “Net Working Capital” means, as of any date, the current assets of the Company minus current liabilities of the Company, in each case as reflected on the consolidated balance sheet of the Company as of such date. The Pre-Closing Estimated Balance Sheet shall be prepared in accordance with GAAP.

Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted as of the Closing pursuant to Section 2.4(a) and, after the Closing, pursuant to Section 2.4(b), but only with respect to matters identified in the Closing Settlement Statement, the Post-Closing Statement or an Adjustment Notice in accordance with the following, without duplication: (a) decreased or increased by the amount by which the Effective Time Net Working Capital is less than or greater than Zero Dollars ($0.00), as applicable; (b) (i) decreased by the amount of cash or cash equivalents of the Company distributed from and after the Effective Time until the Closing to Seller or any of its Affiliates (other than the Company), and (ii) increased by the amount of any cash or cash equivalents contributed to the Company from and after the Effective Time until the Closing by Seller or any of its Affiliates (other than the Company); (c) decreased by the amount of any Transaction Costs to the extent not reflected in the Effective Time Net Working Capital; (d) (i) increased by any amounts paid by Seller, Castex or any of their Affiliates (other than the Company) on behalf of, or to, the Company (other than payments to Seller or any of its Affiliates (other than the Company)) from and after the Effective Time to the extent not offsetting any Current Assets of the Company included in the calculation of Effective Time Net Working Capital, as applicable (but excluding any amounts funded by Seller or any of its Affiliates (other than the Company) on behalf of the Company to pay or cause to be paid the Company’s outstanding Third-Party Loans (other than any bonds, letters of credit, cash collateral, guarantees or other forms of support that are not canceled, terminated or released upon or prior to Closing) or any amount related to the Excluded Assets, to the extent not offsetting any Current Liabilities of the Company), and (ii) decreased by any amounts or other assets paid or distributed by the Company on behalf of, or to, Seller, Castex, or any of their Affiliates (other than the Company) from and after the Effective Time and prior to and including the Closing Date to the extent not offsetting any Current Liabilities of the Company; (e) (i) increased by any proceeds attributable to the Company Derivatives that accrue between the Effective Time and Closing (if any), (ii) decreased by any losses, liabilities or Damages attributable to the Company Derivatives that accrue between the Effective Time and Closing (if any), (iii)...

Adjustments to Cash Purchase Price. (a) All prepaid revenue, prepaid expenses and accrued expenses of the Sellers as of the close of business on April 30, 1996 shall, except as otherwise expressly provided herein, be adjusted and allocated between Seller and Buyer to reflect the principle that all revenue and expenses arising from the operation of the Business on or before April 30, 1996 shall be for the respective accounts of Sellers, and all revenue and expenses arising from the operation of the Business from and after April 30, 1996 shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, all allocations made pursuant to this Section 2.4 shall be made in accordance with generally accepted accounting principles. (c) Net settlement of the adjustments contemplated under this Section 2.4 shall be made at the Closing based upon the Adjustment List (as defined herein) as far as feasible. For items not readily subject to ascertainment at the Closing, the following procedures shall apply. Buyer shall prepare and deliver to Seller within sixty (60) business days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Sellers and Buyer, an itemized list (the "Adjustment List") of all sums to be credited to or --------------- charged against the account of Buyer, with a brief explanation thereof. Such list shall show the net amount credited to or charged against the account of Buyer (the "Adjustment Amount"). If the Adjustment Amount is a credit to the ----------------- account of Buyer, Sellers shall pay such amount to Buyer; if the Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Sellers. Except as provided otherwise in Section 2.4(g), payment of the Adjustment Amount shall be made not later than ten (10) business days following the delivery of the Adjustment List. (d) Not later than ten (10) business days following the delivery of the Adjustment List, Sellers may furnish Buyer with written notification of any dispute concerning any items shown thereon or omitted therefrom together with a detailed explanation in support of Sellers' position in respect thereof. Buyer and Sellers shall consult to resolve any such dispute for a period of ten (10) business days following the notification thereof. In the event of any such dispute, that portion of the Adjustment Amount that is not in dispute shall be paid to the party entitled to receive the same on the day for payment pro...

Adjustments to Cash Purchase Price. Appropriate adjustments shall be made to the Cash Base Purchase Price in the manner specified below (without duplication), with all such amounts being determined in accordance with Accounting Principles and XXXXX standards, as applicable: (a) The Cash Base Purchase Price will be increased, without duplication, by the value of merchantable oil which was produced from the Properties before the Effective Date and which was, on the Effective Date, stored in tanks above the pipeline connection at the Effective Date that is credited to Seller’s interest in the Xxxxx in accordance with gauging and other customary industry procedures, which shall be computed by Seller at a price per barrel equal to the average price per barrel equal to the average price per barrel on Seller’s first purchaser statement for the month of March for such stored oil (net of applicable royalties, overriding royalties, production payments, net profits interests, and other burdens on or payable out of production, gathering, processing, and transportation costs and Production Taxes) multiplied by eighty percent (80%). (b) The Cash Base Purchase Price will be decreased by all amounts held in suspense by Seller as set forth in Schedule 4.8 and transferred to Purchaser. (c) The Parties agree that the estimated Cash Purchase Price is $985,752.98.

Adjustments to Cash Purchase Price. At the Closing, the Cash Purchase Price shall be: 2.2.1 Reduced by the amount of any Excess Cure Amounts; and (i) In the event that the Inventory Valuation is less than the Inventory Base, reduced by an amount equal to the difference between the Inventory Base and the Inventory Valuation, or (ii) in the event that the Inventory Valuation is greater than the Inventory Base, increased by an amount equal to fifty percent (50%) of difference between the Inventory Base the Inventory Valuation, up to a maximum increase of One Hundred Fifty Thousand Dollars ($150,000).

Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted as of the Closing pursuant to Section 2.4(a) and, after the Closing, pursuant to Section 2.4(b), but only with respect to matters identified in the Closing Settlement Statement, the Post-Closing Statement or an Adjustment Notice, in accordance with the following: (a) decreased or increased by the amount by which the Effective Time Net Working Capital is less than or greater than Zero Dollars ($0.00), as applicable; (b) decreased by the amount of any Transaction Costs to the extent not reflected in Effective Time Net Working Capital, unless such Transaction Costs are paid directly by a Seller; (c) decreased or increased, as applicable, by the amounts set forth in Article 6 as adjustments to the Cash Purchase Price; and (d) increased in accordance with Section 5.15 with respect to the acquisition of New Interests. In calculating the adjustment to the Unadjusted Purchase Price pursuant to this Section 2.3, no adjustment may be accounted for in more than one of the paragraphs (a) through (d) above.

Adjustments to Cash Purchase Price. 5 2.4 Payment of Cash Purchase Price . . . . . . . . . . . . .7

Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted in the manner provided in this Section 1.2. The Cash Purchase Price shall be: (a) increased by the amount, if any, by which the Closing Date Net Working Capital exceeds the Net Working Capital Target, (b) decreased by the amount, if any, by which the Net Working Capital Target exceeds the Closing Date Net Working Capital, (c) increased by the Closing Date Cash on Hand, (d) decreased by the Closing Date Indebtedness, and (e) decreased by the Closing Date Transaction Expenses.