Common use of Adjustments to Cash Purchase Price Clause in Contracts

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 avoidance of doubt, any Taxes, any Transaction Costs, any costs or Damages attributable to the Indemnified Liabilities, or any costs and expenses with respect to the matters described in clauses (i) through (xi) of the definition of Company Operating Expenses; (d) decreased by an amount equal to all Company Operating Expenses and other costs and expenses paid by Purchaser or its Affiliates that are attributable to the Company Assets incurred in the period prior to the Effective Time, including (A) insurance premiums paid by Purchaser with respect to the Company Assets for the period prior to the Effective Time, (B) Burdens and (C) rentals and other lease maintenance payments, but excluding from this paragraph (d), for the avoidance of doubt, any Taxes, any Transaction Costs or any costs or Damages attributable to the Indemnified Liabilities; (e) decreased by the amount of all Asset Taxes allocated to Seller in accordance with Section 9.3(b) but paid or otherwise economically borne by Purchaser (including, for the avoidance of doubt, by way of any (i) liability of the Companies accrued in respect thereof or (ii) reduction in the assets of any Company as a result of any payment by such Company (or, to the extent reimbursed by such Company, Seller) of such Asset Taxes); and increased by the amount of all Asset Taxes allocated to Purchaser in accordance with Section 9.3(b) but paid or otherwise economically borne by Seller (excluding, for the avoidance of doubt, by way of any (x) liability of the Companies accrued in respect thereof or (y) reduction in the assets of any Company as a result of any payment by such Company (or, to the extent reimbursed by such Company, Seller) of such Asset Taxes); (f) to the extent that any of the Companies are underproduced and/or have overdelivered any Hydrocarbons as shown with respect to the net Imbalances attributable to the Company Assets set forth in Schedule 3.22 as of the Effective Time, increased by an amount equal to the product of the underproduced/overdelivered volumes times (i) $2.35/MMBtu for gaseous Hydrocarbons or (ii) $55/Bbl for liquid Hydrocarbons; (g) to the extent that any of the Companies are overproduced and/or have underdelivered any Hydrocarbons as shown with respect to the net Imbalances attributable to the Company Assets set forth in Schedule 3.22 as of the Effective Time, decreased by an amount equal to the product of the overproduced/underdelivered volumes times (i) $2.35/MMBtu for gaseous Hydrocarbons or (ii) $55/Bbl for liquid Hydrocarbons; (h) decreased by the amount of any Loan or indebtedness for borrowed money of the Companies remaining unpaid as of the Closing Date; (i) decreased by (A) any losses, liabilities or Damages attributable to the Company Derivatives (if any), and (B) any settlement payments attributable to the Company Derivatives (if any), in each case, that remain unpaid as of the Closing Date; (j) [Intentionally Omitted]; (k) decreased by the Allocated Value of any Company Assets (including the Company Assets held by any Company that is excluded hereunder) excluded from the transactions contemplated hereby pursuant to Section 5.11, Section 6.4(b) or Section 6.6(c); (l) decreased or increased, as applicable, by the amounts set forth in Article 6 as adjustments to the Cash Purchase Price; (m) decreased by the amount of any Transaction Costs that are paid or payable by Purchaser or the Companies after the Closing; (n) decreased by Seller’s share of the costs of obtaining the R&W Policy described in Section 5.18(b) that are paid by Purchaser; and (o) decreased or increased, as applicable, by any other amount provided for elsewhere in this Agreement or otherwise agreed upon by Seller and Purchaser; provided that, 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 above.

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 avoidance of doubt, any Taxes, any Transaction Costs, any costs or Damages attributable to the Indemnified Liabilities, or any costs and expenses with respect to the matters described in clauses (i) through (xi) of the definition of Company Operating Expenses; (d) decreased by an amount equal to all Company Operating Expenses and other costs and expenses paid by Purchaser or its Affiliates that are attributable to the Company Assets incurred in the period prior to the Effective Time, including (A) insurance premiums paid by Purchaser with respect to the Company Assets for the period prior to the Effective Time, (B) Burdens and (C) rentals and other lease maintenance payments, but excluding from this paragraph (d), for the avoidance of doubt, any Taxes, any Transaction Costs or any costs or Damages attributable to the Indemnified Liabilities; (e) decreased by the amount of all Asset Taxes allocated to Seller in accordance with Section 9.3(b) but paid or otherwise economically borne by Purchaser (including, for the avoidance of doubt, by way of any (i) liability of the Companies accrued in respect thereof or (ii) reduction in the assets of any Company as a result of any payment by such Company (or, to the extent reimbursed by such Company, Seller) of such Asset Taxes); and increased by the amount of all Asset Taxes allocated to Purchaser in accordance with Section 9.3(b) but paid or otherwise economically borne by Seller (excluding, for the avoidance of doubt, by way of any (x) liability of the Companies accrued in respect thereof or (y) reduction in the assets of any Company as a result of any payment by such Company (or, to the extent reimbursed by such Company, Seller) of such Asset Taxes); (f) to the extent that any of the Companies are underproduced and/or have overdelivered any Hydrocarbons as shown with respect to the net Imbalances attributable to the Company Assets set forth in Schedule 3.22 as of the Effective Time, increased by an amount equal to the product of the underproduced/overdelivered volumes times (i) $2.35/MMBtu for gaseous Hydrocarbons or (ii) $55/Bbl for liquid Hydrocarbons; (g) to the extent that any of the Companies are overproduced and/or have underdelivered any Hydrocarbons as shown with respect to the net Imbalances attributable to the Company Assets set forth in Schedule 3.22 as of the Effective Time, decreased by an amount equal to the product of the overproduced/underdelivered volumes times (i) $2.35/MMBtu for gaseous Hydrocarbons or (ii) $55/Bbl for liquid Hydrocarbons; (h) decreased by the amount of any Loan or indebtedness for borrowed money of the Companies remaining unpaid as of the Closing Date; (i) decreased by (A) any losses, liabilities or Damages attributable to the Company Derivatives (if any), and (B) any settlement payments attributable to the Company Derivatives (if any), in each case, that remain unpaid as of the Closing Date; (j) [Intentionally Omitted]if applicable, decreased by the amount of any settlement payment in connection with items (1) and/or (2) on Schedule 3.6 and payable by any Company remaining unpaid as of the Closing Date; (k) decreased by the Allocated Value of any Company Assets (including the Company Assets held by any Company that is excluded hereunder) excluded from the transactions contemplated hereby pursuant to Section 5.11, Section 6.4(b) or Section 6.6(c); (l) decreased or increased, as applicable, by the amounts set forth in Article 6 as adjustments to the Cash Purchase Price; (m) decreased by the amount of any Transaction Costs that are paid or payable by Purchaser or the Companies after the Closing; (n) decreased by Seller’s share of the costs of obtaining the R&W Policy described in Section 5.18(b) that are paid by Purchaser; and (o) decreased or increased, as applicable, by any other amount provided for elsewhere in this Agreement or otherwise agreed upon by Seller and Purchaser; provided that, 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 above.

Adjustments to Cash Purchase Price. The Cash Purchase Price shall be adjusted as of the Closing pursuant to Section 2.4(afollows: (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 Cash Purchase Price shall be adjusted upward by the following: (ai) increased by an amount equal to the value of all Hydrocarbons attributable to the Company Assets oil in storage or existing in pipelines, plants and/or tanks (including inventory and line and tank fill) in each case that are, above the pipeline connection as of the Effective TimeTime and not previously sold by Seller or CEI that is attributable to the Interests, (i) upstream of the pipeline connection or above the relevant outlet flange or (ii) upstream of the sales meter, if any, the such value of such Hydrocarbons to be based upon the contract market price in effect as of the Effective Time (or the price paid to the less applicable Company in connection with the sale of such Hydrocarbonsroyalties, if there is no contract priceburdens, in effect as of the Effective Time), less Burdens taxes and transportation, marketing and other post-production expenses charged by third parties (other than Taxes) on such productiongravity adjustments; (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 amounts paid by or on behalf of Seller or any Company CEI in connection with respect the operation of the Interests, in accordance with generally accepted accounting principles, to any Company’s interest the extent not provided for in any Company Assets for Section 2.2(a)(iii), attributable to the period following after the Effective Time: (i) all ad valorem, (B) Burdens property, production, excise, severance and similar taxes based upon or measured by the ownership of property or the production of Hydrocarbons or the receipt of proceeds therefrom; and (Cii) all expenditures, rentals and other lease maintenance paymentscharges and expenses billed under applicable operating agreements, but excluding from this paragraph 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 (c), for the avoidance of doubt, any Taxes, any Transaction Costs, any costs or Damages invoiced) by Seller as operator to third party non-operators attributable to the Indemnified Liabilities, or any costs and expenses with respect periods prior to the matters described in clauses (i) through (xi) of the definition of Company Operating ExpensesClosing Date; (diii) decreased by an amount equal to all Company Operating Expenses and other costs and prepaid expenses attributable to the Interests that are paid by Purchaser or its Affiliates on behalf of Seller or CEI that are, in accordance with generally accepted accounting principles, attributable to the period after the Effective Time, including without limitation prepaid utility charges and prepaid ad valorem, property, production, severance and similar taxes based upon or measured by the ownership of property or the production of Hydrocarbons or the receipt of proceeds therefrom; (iv) any capital costs actually paid by Seller prior to Closing that are not contemplated by the Capital Program Authorizations for Expenditures set forth on Schedule 1.7 and for which Seller has obtained written consent from Buyer, to the extent such consent is required pursuant to this Agreement; and (v) any other amount agreed upon in writing by Seller and Buyer. (b) The Cash Purchase Price shall be adjusted downward by the following: (i) proceeds received by Seller or CEI attributable to the Assets (including, but not limited to, sales of Hydrocarbons through the Closing Date) that are, in accordance with generally accepted accounting principles, attributable to the period of time from and after the Effective Time; (ii) to the extent not otherwise treated as an adjustment to the Cash Purchase Price in this Agreement, an amount equal to unpaid or unassessed ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the ownership of the Interests that are attributable to the Company Assets incurred in the period periods of time prior to the Effective Time, including (A) insurance premiums paid by Purchaser with respect to the Company Assets for the period prior to the Effective Time, (B) Burdens and (C) rentals and other lease maintenance payments, but excluding from this paragraph (d), for the avoidance of doubt, any Taxes, any Transaction Costs or any costs or Damages attributable to the Indemnified Liabilities; (e) decreased by the amount of all Asset Taxes allocated to Seller in accordance with Section 9.3(b) but paid or otherwise economically borne by Purchaser (including, for the avoidance of doubt, by way of any (i) liability of the Companies accrued in respect thereof or (ii) reduction in the assets of any Company as a result of any payment by such Company (orwhich amounts shall, to the extent reimbursed by not actually assessed, be computed based on such Company, Seller) of such Asset Taxes); taxes and increased by the amount of all Asset Taxes allocated to Purchaser in accordance with Section 9.3(b) but paid or otherwise economically borne by Seller (excluding, assessments for the avoidance preceding tax year, if applicable (such amount to be prorated for the period of doubt, by way of any (x) liability of Seller’s and Buyer’s ownership before and after the Companies accrued in respect thereof or (y) reduction in the assets of any Company as a result of any payment by such Company (or, to the extent reimbursed by such Company, Seller) of such Asset TaxesEffective Time); (fiii) to the extent that any of the Companies are underproduced and/or have overdelivered any Hydrocarbons as shown with respect to the net Imbalances attributable to the Company Assets set forth in Schedule 3.22 as of the Effective Time, increased by an amount equal to the product sum of the underproduced/overdelivered volumes times (i) $2.35/MMBtu for gaseous Hydrocarbons all Title Defect and Environmental Defect adjustments made in accordance with Section 5.2 or (ii) $55/Bbl for liquid HydrocarbonsSection 6.4; (giv) to the extent that any of the Companies are overproduced and/or have underdelivered any Hydrocarbons as shown with respect to the net Imbalances attributable to the Company Assets set forth in Schedule 3.22 as of the Effective Time, decreased by an amount equal to the product Allocated Value (as defined in Section 11.18) of any Interests not sold to Buyer because of the overproduced/underdelivered volumes times (i) $2.35/MMBtu for gaseous Hydrocarbons or (ii) $55/Bbl for liquid Hydrocarbonsexercise before Closing by a third party of a preferential right to purchase under Section 5.5; (hv) decreased the amounts paid to Seller prior to Closing in respect of casualty loss as contemplated by the amount of any Loan or indebtedness for borrowed money of the Companies remaining unpaid as of the Closing DateSection 5.6; (ivi) decreased by (A) any lossesan amount equal to all cash in, liabilities or Damages attributable to, “Suspense Accounts” relative to the Company Derivatives (if any), Interests and (B) any settlement payments attributable to the Company Derivatives (if any), in each case, that remain unpaid as of the Closing Date; (j) [Intentionally Omitted]; (k) decreased by the Allocated Value of any Company Assets (including the Company Assets held by any Company that is excluded hereunder) excluded from the transactions contemplated hereby pursuant to Section 5.11, Section 6.4(b) or Section 6.6(c); (l) decreased or increased, Seller as applicable, by the amounts set forth in Article 6 as adjustments to the Cash Purchase Price; (m) decreased by the amount of any Transaction Costs that are paid or payable by Purchaser or the Companies after the Closing; (n) decreased by Seller’s share of the costs of obtaining the R&W Policy described in Section 5.18(b) that are paid by Purchaser9.3(c); and (ovii) decreased or increased, as applicable, by any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Purchaser; provided that, 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 aboveBuyer.