Adjustments to Purchase Price at Closing Sample Clauses

Adjustments to Purchase Price at Closing. Five (5) days prior to Closing, Seller shall submit to Buyer a good faith estimate of the Closing Settlement Statement, defined below, for review and comment by Buyer. (a) At the Closing, the Purchase Price shall be increased by the Parties’ estimate, as set forth in a statement agreed to by Seller and Buyer at or prior to Closing (the “Closing Settlement Statement”), of the following amounts, without duplication: (1) the amount of any negative Net Operating Income actually paid by Seller that is (A) attributable to the Properties, (B) attributable to any period of time from and after the Effective Time, (C) properly chargeable under the applicable joint operating agreements and (D) incurred in compliance with the terms and conditions of this Agreement; (2) any upward adjustment for Imbalances as determined pursuant to Section 10.4; (3) any other amount provided for in this Agreement or agreed upon by Seller and Buyer in writing. (b) At the Closing, the Purchase Price shall be decreased by the Parties’ estimate (as set forth in the Closing Settlement Statement) of the following amounts, without duplication: (1) the amount of any positive Net Operating Income actually received by Seller that is (A) attributable to the Properties, (B) attributable to any period of time from and after the Effective Time, (C) properly chargeable under the applicable joint operating agreements and (D) incurred in compliance with the terms and conditions of this Agreement (but excluding Hydrocarbons produced prior to the Effective Time); (2) the sum of all Title Defect Amounts (subject to Section 5.5) with respect to the Properties and the sum of all Environmental Defect Amounts (subject to Section 6.5) with respect to the Properties; (3) the Allocated Value of any Properties removed from the transaction pursuant to Section 6.4(b) (relating to Environmental Defects), Section 7.2 (relating to Preferential Rights) or Section 12.11 (relating to Casualty Loss); (4) the amount representing suspended funds determined pursuant to Section 10.3; (5) the estimated or calculated amount of Seller’s pro-rata share of ad valorem taxes for calendar year 2011 determined pursuant to Section 10.2; (6) any downward adjustment for Imbalances as determined pursuant to Section 10.4; and (7) any other amount provided for in this Agreement or agreed upon by Seller and Buyer in writing.

Adjustments to Purchase Price at Closing. Not later than five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Buyer, based upon the best information available to the Seller Representative at such time, a preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth the Seller Representative’s good faith estimate of the Adjusted Purchase Price after giving effect to all adjustments to the Purchase Price set forth in Section 3.04, and reflecting each proposed adjustment to be made in accordance with this Agreement as of the date of preparation of the Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with (a) reasonable supporting information in Sellers’ or its Controlled Affiliates’ possession reasonably necessary for Buyer to verify such adjustments, (b) the designation of Sellers’ accounts for the wire transfer of funds as set forth in Section 9.04(b) and (c) the amount of the payment made by Buyer pursuant to Section 9.04(b) to which each Seller is entitled. Within two Business Days after its receipt of the Preliminary Settlement Statement, Buyer may submit to Seller Representative in writing any objections or proposed changes thereto and Seller Representative shall consider all such objections and proposed changes in good faith. The estimate agreed to by the Seller Representative and Buyer, or, absent such agreement delivered in the Preliminary Settlement Statement in accordance with this Section 9.02, will be the dollar amount to be paid by Buyer to Sellers at the Closing, subject to subsequent adjustments with respect to Title Defects (including any Consents treated as Title Defects pursuant to Section 4.11) and Environmental Defects as provided in this Agreement (to the extent not already reflected therein) and pursuant to Section 10.01.

Adjustments to Purchase Price at Closing. (a) At the Closing, the Purchase Price shall be increased by the Seller's estimate (as set forth in a statement delivered by Seller to Buyer not later than 3 days prior to Closing) of the following amounts: (i) Operating Expenses paid by Seller that are (A) attributable to the Asset, (B) attributable to any period of time from and after the Effective Time, (C) properly chargeable under the applicable operating agreements and (D) incurred in compliance with the terms and conditions of this Agreement; (ii) any other amount provided for in this Agreement or agreed upon by Seller and Buyer. (b) At the Closing, the Purchase Price shall be decreased by the Seller's estimate (as set forth in a statement delivered by Seller to Buyer not later than 3 days prior to Closing) of the following amounts: (i) the amount of all proceeds received by Seller with respect the Asset attributable to the period of time from and after the Effective Time; (ii) the sum of all Title Defect Amounts (subject to Section 4.06) with respect to the Asset pursuant to Section 4.04(b) and the sum of all Environmental Defect Amounts (subject to Section 5.05) with respect to the Asset pursuant to Section 5.04(b); and (iii) any other amount provided for in this Agreement or agreed upon by Seller and Buyer.

Adjustments to Purchase Price at Closing. At the Closing, the Purchase Price shall be adjusted as follows: (a) upward or downward, as applicable, on account of all Purchase Price adjustments for Title Defects determined in accordance with Article IV; (b) upward or downward, as applicable, in accordance with Section 10.04(a); (c) the credit for Shares shall be adjusted proportionately based upon the Purchase Price Adjustment (for example, if the Purchase Price Adjustments resulted in a 5% decrease in the Purchase Price, the credit for Shares would similarly be reduced by 5% to $237,500.00); and (d) as may be provided in this Agreement or agreed upon by Buyer and Seller. The adjustments described above are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to Purchase Price at Closing. On or before five (5) Business Days prior to the Closing, Seller will prepare and deliver to Buyer, in accordance with the provisions of this Agreement, a proposed statement (the “Closing Adjustments Statement”) setting forth each adjustment to the Purchase Price required under this Agreement and showing the calculation of adjustments, as estimated in good faith by Seller, required pursuant to Section 1.3. In preparing the Closing Adjustments Statement, Seller shall communicate with Buyer and provide underlying data to Buyer relating to the Closing Adjustments Statement. Within three (3) Business Days of receipt of the Closing Adjustments Statement, Buyer will deliver to Seller a written report containing any proposed changes, together with an explanation of each change that Buyer proposes to be made to the Closing Adjustments Statement. The Closing Adjustments Statement, as mutually agreed upon by the parties, will be used to adjust the Purchase Price at Closing, provided if no agreement can be reached, Seller’s adjusted Closing Adjustments Statement shall be used for Closing, subject to further adjustment as provided in paragraph 1.5 below.

Adjustments to Purchase Price at Closing. Not later than 5 Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer, based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all adjustments to the Purchase Price set forth in Section 3.04. The estimate delivered in accordance with this Section 10.02 will be the dollar amount to be paid by Buyer to Seller at the Closing.

Adjustments to Purchase Price at Closing. (a) Estimated Closing Date Balance Sheet. Three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to the Buyer, a certificate of the Company that contains reasonable good faith estimates of the Company’s consolidated (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Indebtedness (the “Estimated Indebtedness”), (iii) the amount of Cash of the Company (the “Estimated Cash”) and (iv) the Sellers Transaction Expenses (the “Estimated Sellers Transaction Expenses”), in each case as of immediately prior to the Closing (the “Estimated Closing Date Balance Sheet”) and reasonable supporting documentation for the foregoing, which Estimated Closing Date Balance Sheet will be certified by an executive officer of the Company and prepared using the same accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions, procedures and level of prudence as were used to prepare the Financial Statements.

Adjustments to Purchase Price at Closing. (a) At Closing, the Purchase Price shall be increased by the following amounts: (i) the amount as of the Effective Time of all prepaid ad valorem, property, and similar taxes and assessments based upon or measured by ownership of the Assets, insofar as such prepaid taxes relate to periods of time after the Effective Time; (ii) (A) all direct costs and expenses (excluding costs and expenses attributable to the categories of expenses described in Schedule 10.03(a)(ii) and any costs or expenses of employee severance or termination benefits or similar costs and expenses) incurred or accrued by Sellers, including, but not limited to, rentals, royalties, production and severance taxes, capital expenditures, and lease operating expenses, and (B) 10% of the actual costs incurred or accrued by Sellers in connection with the categories of expenses described in Schedule 10.03(a)(ii) (excluding any cost or expense of employee severance or termination benefits or similar costs and expenses), in each case, that are attributable to the Assets (excluding, however, any costs incurred by Sellers in connection with the transactions contemplated hereby) to the extent, in each case, that such costs and expenses are attributable to the period of time from and after the Effective Time to the Closing Date; (iii) the value of all Oil and Gas produced prior to the Effective Time but in storage above the pipeline connection or upstream of the applicable sales meter on the Effective Time; and (iv) any other amount provided for in this Agreement or agreed upon by Buyer and Sellers. (b) At Closing, the Purchase Price shall be decreased by the following amounts: (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the ownership of the Assets that are attributable to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding tax year (such amount to be prorated for the period of Sellers' and Buyer's ownership before and after the Effective Time); (ii) an amount equal to all gross revenues (including XXXXX overhead collected from third parties) accruing to Sellers with respect to the Assets and attributable to the period of time after the Effective Time; and (iii) the value provided by Buyer for any Asset elected to be purchased by a third party prior to the Closing pursuant to a preferential righ...

Adjustments to Purchase Price at Closing. (a) At Closing, the Purchase Price shall be increased by the following amounts: (i) the value of all oil and gas and other Minerals produced prior to the Effective Date but in storage or upstream of the applicable sales meter on the Closing Date; (ii) an amount equal to all expenses paid by Seller with respect to the Assets and attributable to the period of time after the Effective Date; and (iii) any other amount provided for in Section 10.12 or the other provisions of this Agreement or agreed upon by Buyer and Seller; (b) At Closing, the Purchase Price shall be decreased by the following amounts: (i) with respect to December, 2007 an amount equal to the monthly average of all revenues collected by Seller for the previous six (6) months, less the monthly average lease operating expenses, for the previous six (6) months, with respect to the Assets and attributable to the period of time after the Effective Date; (ii) any other amount provided for in Section 10.12 or the other provisions of this Agreement or agreed upon by Buyer and Seller. (c) The adjustments described in Sections 10.02(a) and (b) are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to Purchase Price at Closing. (a) Seller shall cause the Company to prepare and deliver to Buyer, no later than two (2) days prior to the Closing: (i) an estimated unaudited statement of Net Working Capital (the “Calculation Date Net Working Capital Statement”) of the Company as of the close of business on the business day immediately preceding the Closing Date (referred to herein as the “Calculation Date”), prepared in the manner set forth in Section 2.5(b), and (ii) a certificate (the “Calculation Date Certificate”) signed by Seller and the chief executive officer of the Company and including Seller’s calculations, certifying (A) that the Calculation Date Net Working Capital Statement was prepared on the basis described in clause (i) above, (B) a good faith estimate of the Net Working Capital of the Company as of the Calculation Date (the “Calculation Date Net Working Capital”), and (C) a good faith estimate of the amount of Net Cash of the Company as of the Calculation Date (the “Calculation Date Cash”). (b) If the Calculation Date Cash is less than $1,600,000, then the Cash Purchase Price shall be reduced by an amount equal to such deficiency (the “Cash Shortfall”). If the Calculation Date Net Working Capital, plus the Cash Shortfall is less than $5,000,000, then the Cash Purchase Price shall be reduced by an amount equal to such deficiency. If the Calculation Date Cash is greater than $1,600,000 (such excess amount the “Calculation Date Excess Cash”), and the Calculation Date Net Working Capital is greater than $5,000,000 (such excess amount the “Calculation Date Excess Working Capital”), then the Cash Purchase Price shall be increased by an amount equal to the lesser of (i) the Calculation Date Excess Working Capital, and (ii) the Calculation Date Excess Cash. The adjustments made at Closing pursuant to this paragraph (b) are each referred to herein as the “Initial Adjustment”, and shall be subject to subsequent adjustment as provided in Section 2.5 below.