Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below:
(a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of the Closing Date; (ii) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby;
(b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f);
(c) at least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amou...
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be subject to account for the items prorated as of the Closing Date pursuant to Section 3.4 and as may occur under the provisions of Section 3.5 (this Section and Section 3.5 being referred to as the “Adjustment Sections,” and the Initial Purchase Price as so adjusted is herein referred to as the “Purchase Price”).
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "Purchase Price Adjustment" and shall be determined and paid as set forth below:
(a) the Initial Purchase Price shall be increased to account for the following items: (i) any Pre-Approved Capital Expenditures incurred by the Seller during the Interim Period; (ii) any other capital expenditures incurred by the Seller during the Interim Period to which the Buyer shall have consented pursuant to Section 5.3.2 or as otherwise set forth in the Capital Expenditure Protocol; (iii) the cost of any personal property subject to leases which have been terminated before the Closing at the Buyer's request in accordance with Section 5.6(e) for conveyance to the Buyer at the Closing; and (iv) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's advance written request;
(b) the Initial Purchase Price shall be reduced to account for (i) any Capital Commitments assumed by the Buyer that were not (1) Pre-Approved Capital Expenditures, or (2) capital expenditures necessitated by Good Industry Practice to which Buyer consented pursuant to Section 5.3.2; and (ii) any sale of Real Property prior to the Closing pursuant to Section 5.3.9.
(c) at least twenty (20) Business Days prior to the anticipated Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "Estimated Closing Statement") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "Estimated Adjustment"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "Closing Adjustment") for the Closing by the amount of the Estimated Adjustment not in dispute; an...
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted pursuant to the following adjustments:
(a) The Initial Purchase Price shall be adjusted upward by the following:
(i) The amount of the value of all merchantable oil and liquid hydrocarbons attributable to Seller's revenue and royalty interests in the Properties in storage or existing in stock tanks above the pipeline connection at 7:00 a.m. Central Daylight Savings time on April 1, 2001, such value to be based on the contract price in effect for each Property on the Effective Date (or the market value if there is no contract price) less severance taxes normally deducted by the purchaser of such production.
(ii) The amount of payments made by Seller to Torch Energy Marketing, Inc. under hedging contracts (see Section 1.14) for periods after the Effective Date.
(iii) The amount of all direct expenditures and costs and prepaid costs and expenses attributable to the Properties and other assets of Seller incurred and actually paid by or on behalf of Seller in the ordinary course of owning and operating the Oil and Gas Properties and such other assets and that are attributable to the period of time from the Effective Date through the Closing Date, including, without limitation, (a) lease operating expenses, (b) rentals, shut-in well payments, and other lease maintenance payments, (c) ad valorem, property, excise, severance, production taxes, and any other taxes (exclusive of income taxes) based upon or measured by the ownership of the Oil and Gas Properties or other assets of Seller, the production of hydrocarbons, or the receipt of proceeds therefrom, and (d) overhead and other charges and expenses billed by or to Seller under applicable operating agreements, including operating agreements under which Seller serves as Operator, relating to the Oil and Gas Properties, to the extent that such payments made by Seller have already been accounted for on Joint Interest xxxxxxxx.
(iv) Fifty percent (50%) of amounts paid by Seller to brokers for services rendered and to lessors for seismic options and/or leases obtained in the Mobeetie area in conjunction with the Mobeetie deep play (the apparent Ellenburger structure).
(e) The Initial Purchase Price shall be adjusted downward by the following:
(i) An amount equal to revenue received by Seller attributable to the interests being acquired by Buyer and for production and sale of hydrocarbons from the properties from the period after the Effective Date.
(ii) An amount equal to ...
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted following the end of each month until the Closing Date:
(i) by subtracting the amount retained by OPC under Section 3.1 of the Services Agreement during the last month; and
(ii) by adding a notional interest rate of 12% per annum to the Initial Purchase Price as adjusted pursuant to (i). As an illustration, if the Initial Purchase Price was $13,500,000 and the amount retained by OPC under Section 3.1 of the Services Agreement for each of the first two months of the Term is $250,000:
(i) after the first month the adjusted Initial Purchase Price would equal $13,382,500 based on the following calculation:
(A) ($13,500,000 - $250,000) x 1% = $132,500 (B) ($13,500,000 - $250,000) + $132,500 = $13,382,500 (ii) after the second month the adjusted Initial Purchase Price would equal $13,263,825 based on the following calculation:
(A) ($13,382,500- $250,000) x 1% = $131,325 (B) ($13,382,500 - $250,000) +131,325 = $13,263,825
Adjustments to Initial Purchase Price. All adjustments to the Initial Purchase Price shall be made according to the factors described in this Section 3.2, in accordance with United States generally accepted accounting principles as consistently applied in the oil and gas industry, and without duplication.
Adjustments to Initial Purchase Price. 5 SECTION 1.05 ALLOCATION OF PURCHASE PRICE; SECTION 338 TAX ADJUSTMENTS.........................................9 SECTION 1.06 SELLERS REPRESENTATIVES; ATTORNEYS-IN-FACT..............13 SECTION 1.07 ESTATE TAX LIEN.........................................14 ARTICLE II INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SELLERS.......14 SECTION 2.01 AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.......14 SECTION 2.02 TITLE TO THE EQUITY INTERESTS...........................14 SECTION 2.03 CAPITAL STOCK...........................................15 SECTION 2.04 INVESTMENT REPRESENTATION...............................15 SECTION 2.05 NO CONFLICT.............................................15 SECTION 2.06 LITIGATION..............................................16
Adjustments to Initial Purchase Price. The Initial Purchase Price payable hereunder and under the Asset Purchase Agreement (the "Combined Cash Payment") shall be subject to adjustment after the Closing Date as follows:
(a) Following the Closing Date, the Buyer shall prepare a balance sheet for each of XxXxx and XxXxx Canada, together with a combined balance sheet for XxXxx and XxXxx Canada, for the period ended on the Closing Date (such combined balance sheet to be referred to as the "Closing Balance Sheet"), prepared in accordance with GAAP (excluding footnote requirements) reflecting consistent methodology and practices regarding the establishment of balance sheet reserves and liabilities and in a manner
Adjustments to Initial Purchase Price. 17 4.1 First Adjustment of Initial Purchase Price........................................................17 4.2 Second Adjustment of Initial Purchase Price.......................................................19 4.3
Adjustments to Initial Purchase Price
