Common use of Adjustments to Purchase Price at Closing Clause in Contracts

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. Five (5) Seller shall prepare and deliver to Buyer, at least three business days prior to Closing, Seller shall submit a closing statement reflecting the following adjustments to Buyer a good faith estimate of the Closing Settlement Statement, defined below, for review and comment by Buyer.Purchase Price: (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: (1i) the amount of any negative Net Operating Income actually all costs and expenses (including royalties, production taxes, capital expenditures, lease operating expenses and overhead) paid by Seller that is are (Ax) attributable to the PropertiesAssets, and (By) attributable to any the 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; (2ii) any upward adjustment for Imbalances as determined pursuant the amount of all proceeds actually received by Buyer with respect to Section 10.4the Assets that are attributable to the period of time prior to the Effective Time; (3iii) the product of (x) the volume (in thousand cubic feet) of under-produced gas attributable to the Assets for the period prior to the Effective Time multiplied by (y) $2.60/Mcf; and (iv) any other amount provided for in this Agreement or agreed upon by Seller and Buyer in writingBuyer. (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: (1i) the amount of any positive Net Operating Income all proceeds actually received by Seller with respect to the Assets that is (Ax) are 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 (Dy) incurred have not already been remitted to Buyer in compliance accordance with the terms provisions below; (ii) all costs and conditions expenses (including royalties, production taxes, capital expenditures, lease operating expenses and overhead) paid by Buyer that are (x) attributable to the Assets, and (y) attributable to the period of this Agreement (but excluding Hydrocarbons produced time prior to the Effective Time; (iii) any amount agreed upon by Buyer and Seller as the value of any Title Defects as provided in Section 4.04(b); (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; (3iv) the Allocated Value of any Properties removed Property eliminated from the transaction this Agreement pursuant to Section 6.4(b) (relating to Environmental Defects4.04(c), Section 7.2 (relating to Preferential Rights) 4.06 or Section 12.11 (relating to Casualty Loss)4.07; (4v) the amount representing suspended funds determined pursuant to Section 10.3of the Deposit; (5vi) the estimated or calculated amount product of Seller’s pro-rata share (x) the volume (in thousand cubic feet) of ad valorem taxes over- produced gas attributable to the Assets for calendar year 2011 determined pursuant the period prior to Section 10.2; the Effective Time multiplied by (6y) any downward adjustment for Imbalances as determined pursuant to Section 10.4$2.60/Mcf; and (7vii) any other amount provided for in this Agreement or agreed upon by Seller and Buyer in writingBuyer.

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, Seller’s good faith estimate (as set forth in a statement agreed delivered to by Seller and Buyer at or not later than 3 days prior to Closing (the “Closing Settlement Statement”), Closing) of the following amounts, without duplication: (1i) the amount of any negative Net Operating Income actually all costs and expenses (including royalties, production taxes, capital expenditures, lease operating expenses and overhead) paid by Seller that is are (Ax) attributable to the PropertiesAssets, and (By) 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; (2ii) any upward adjustment for Imbalances as determined pursuant to Section 10.4the Overhead Costs; (3iii) the value of all Hydrocarbons produced from or attributable to the Leases or Wxxxx prior to the Effective Time that are in storage prior to sale, upstream of the sales metering point or within processing plants as of the Closing Date; (iv) the sum of all Title Benefit Amounts (subject to Section 4.06); and (v) any other amount provided for in this Agreement or agreed upon by Seller and Buyer in writingBuyer. (b) At the Closing, the Purchase Price shall be decreased by the Parties’ Seller’s good faith estimate (as set forth in the Closing Settlement Statementa statement delivered to Buyer not later than 3 days prior to Closing) of the following amounts, without duplication: (1i) the amount of any positive Net Operating Income all proceeds actually received by Seller with respect to the Assets that is (A) are 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 Time (but excluding in no event including Hydrocarbons produced prior to the Effective Time); (2ii) the sum of all Title Defect Amounts (subject to Section 5.54.06) with respect to the Properties Assets pursuant to Section 4.04(b) and the sum of all Environmental Defect Amounts (subject to Section 6.54.15) with respect to the PropertiesAssets pursuant to Section 4.14(b); (3iii) the Allocated Value of any Properties Assets removed from the transaction pursuant to Section 6.4(b) (relating to Environmental Defects4.04(c), Section 7.2 (relating to Preferential Rights) 4.07 or Section 12.11 (relating to Casualty Loss4.14(c); (4iv) the amount representing suspended funds determined pursuant to provided for in 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 10.412.02(c); and (7v) any other amount provided for in this Agreement or agreed upon by Seller and Buyer in writingBuyer.

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: (1i) the amount value of any negative Net Operating Income actually all oil and gas and other minerals produced prior to the Effective Time but in storage or upstream of the applicable sales meter on the Closing Date; and (ii) all production and severance taxes paid by Seller Sellers that is (A) are attributable to the Properties, (B) Assets and attributable to any the 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; (3iii) any other amount provided for in this Agreement or agreed upon by Seller Buyer and Buyer in writingSellers. (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: (1i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the amount ownership of any positive Net Operating Income actually received by Seller the Assets that is (A) are attributable to the Properties, (B) attributable to any period periods of time from and after 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 (C) properly chargeable under such amount to be prorated for the applicable joint operating agreements period of Sellers’ and (D) incurred in compliance with the terms Buyer’s ownership before and conditions of this Agreement (but excluding Hydrocarbons produced prior to after the Effective Time); (2ii) the sum of an amount equal to all Title Defect Amounts (subject to Section 5.5) revenues collected by Sellers with respect to the Properties Assets and the sum of all Environmental Defect Amounts (subject to Section 6.5) with respect attributable to the Propertiesperiod of time after the Effective Time; (3iii) 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)all downward Purchase Price adjustments for Title Defects determined in accordance with Article IV; (4iv) the amount representing suspended funds all downward Purchase Price adjustments for Environmental Defects 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 10.4in accordance with Article V; and (7v) any other amount provided for in this Agreement or agreed upon by Seller Buyer and Buyer Sellers. (c) The adjustments described in writingSections 11.03(a) and (b) are hereinafter referred to as the “Purchase Price Adjustments.”