Adjustments to Purchase Price at the Closing. (a) The Purchase Price shall be increased by the following amounts:
(i) The proceeds of production of Hydrocarbons attributable to the Assets before the Effective Time and received by Buyer, plus to the extent proceeds thereof are or will be received by Buyer, an amount equal to the value of all Hydrocarbons attributable to the Assets that, at the Effective Time, are owned by Seller and are in storage above the pipeline connection based upon the price for which such production is sold (net of all royalties to be paid by or on behalf of Buyer with respect thereto);
(ii) Asset Taxes prorated to Buyer pursuant to Section 9.02, but paid by Seller before Closing;
(iii) The amount of all Property Expenses incurred in the ordinary course of business attributable to the Assets from and after the Effective Time and paid or payable by Seller, subject to the terms hereof;
(iv) all upward Purchase Price adjustments for Title Benefits determined in accordance with Article III; and
(v) any other amount subject to an upward Purchase Price adjustment provided for in this Agreement or agreed upon by Buyer and Seller.
(b) The Purchase Price shall be decreased by the following amounts:
(i) The proceeds of production of Hydrocarbons attributable to the Assets occurring from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf of Seller with respect thereto);
(ii) The amount of all Property Expenses incurred in the ordinary course of business attributable to the Assets prior to the Effective Time and paid or payable by Buyer;
(iii) Asset Taxes prorated to Seller pursuant to Section 9.02 that are not paid by Seller prior to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following Closing);
(iv) the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent pursuant to Section 3.08;
(v) all downward Purchase Price Adjustments for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;
(vi) any other amount subject to a downward Purchase Price Adjustment provided for in this Agreement or agreed upon by Buyer and Seller;
(vii) an amount equal to all proceeds from sales of Hydrocarbons relating to the Assets and payable to owners of working interests, royalties, overriding royalties and other similar interests (in each case) that are held in suspense or escrow by Seller as of the Closing Date, excep...
Adjustments to Purchase Price at the Closing. (a) At the Closing, the Unadjusted Purchase Price shall be increased by (i) all upward adjustments for Title Benefits determined in accordance with Article III, (ii) the Post-Execution Option Lease Amount, if any and (iii) any other amount provided for in this Agreement or agreed upon by Buyer and Sellers (including, without limitation, pursuant to Section 12.01).
(b) At the Closing, the Unadjusted Purchase Price shall be decreased by (i) all downward adjustments for Title Defects and Environmental Defects determined in accordance with Article III and Article IV and (ii) any other amount provided for in this Agreement or agreed upon by Buyer and Seller (including, without limitation, pursuant to Section 12.01).
(c) The adjustments described in Sections 10.02(a) and (b) are hereinafter referred to as the “Purchase Price Adjustments”, and the purchase price resulting from such adjustments shall be the “Adjusted Purchase Price”.
Adjustments to Purchase Price at the Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the factors described in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication.
(b) For the purposes of this Agreement, the term “Property Costs” shall mean all capital expenses, joint interest xxxxxxxx, lease operating expenses, lease rental and maintenance costs, royalties, overriding royalties, leasehold payments, Taxes (other than Excluded Taxes), drilling expenses, workover expenses, geological, geophysical and any other exploration or development expenditures chargeable under applicable operating agreements or other agreements consistent with the standards established by the Council of Petroleum Accountant Societies of North America that are attributable to the maintenance and operation of the Assets during the period in question; provided, however, that Property Costs shall not include and liabilities, losses, costs and expenses arising attributable to: (i) claims, investigations, administrative proceedings, arbitration or litigation directly or indirectly arising out of or resulting from actual or claimed personal injury or other torts, illness or death; property damage (other than damage to structures, fences, irrigation systems and other fixtures, crops, livestock, and other personal property in the ordinary course of business); (ii) violation of any Law (or private cause or right of action under any Law); (iii) environmental damage or liabilities, including obligations to remediate any contamination of groundwater, surface water, soil, sediments, or Equipment under applicable Environmental Law; (iv) title and environmental claims (including claims that Leases have terminated); (v) claims of improper calculation or payment of royalties (including overriding royalties and other burdens on production) related to deduction of post-production costs or use of posted or index prices or prices paid by Affiliates; (vi) gas balancing and other production balancing obligations; (vii) Casualty Loss; and
Adjustments to Purchase Price at the Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication.
(b) At the Closing, the Purchase Price shall be decreased by the aggregate amount of:
(i) Any distributions or payments of cash or other assets of the Company to its members or any of their Affiliates between the Effective Time and the Closing Date, other than those described on Schedule 4.31; and
(ii) Any expenses paid or incurred by any Company Entity between the Effective Time and the Closing Date related to, or arising from, this Agreement or the transactions contemplated by this Agreement (including any fees associated with the novations of commodity and interest rate xxxxxx and the termination of the credit agreement, including legal fees).
(c) The adjustments described in this Section 9.2 are hereinafter referred to as the “Purchase Price Adjustments.”
Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by the following amounts:
(i) all upward Purchase Price adjustments for Title Benefits determined in accordance with Article III;
(ii) Asset Taxes prorated to Buyer pursuant to Section 9.02, but paid by Seller before Closing;
(iii) all upward Purchase Price adjustments for estimates determined in accordance with Section 12.01; and
(iv) any other amount provided for in this Agreement or agreed upon by Buyer and Seller.
(b) At the Closing, the Purchase Price shall be decreased by the following amounts:
(i) the Allocated Values of those Assets not conveyed at Closing due to the failure to obtain a consent in accordance with Section 3.08 or in the exercise of a preferential purchase right in accordance with Section 3.07;
(ii) all downward Purchase Price adjustments for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;
(iii) Asset Taxes for which Seller is responsible pursuant to Section 9.02 that are not paid by Seller prior to Closing, including the Asset Taxes set forth on Schedule 10.02(b)(iii);
(iv) any other amount provided for in this Agreement or agreed upon by Buyer and Seller; and
(v) all downward Purchase Price adjustments for estimates determined in accordance with Section 12.01.
(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 the Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with GAAP as consistently applied in the oil and gas industry, and (iii) without duplication.
(b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication:
(i) the aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7;
(ii) an amount equal to the value of all net amounts owed to the Seller Parties with respect to the Assets for the Estimated Imbalances (and, where any Imbalances are calculated on a per barrel or per Mcf basis rather than a cash basis, such amount will be determined using the product of the volume associated with such Imbalances and $4.50 per Mcf and $95.55 per barrel, as applicable);
(iii) the aggregate amount of all non-reimbursed Property Costs which are attributable to the Assets for the period from and after the Effective Time and that have been paid by Xxxxxxxx LLC;
(iv) the value (using $95.55 per barrel and $4.50 per Mcf) of all Hydrocarbons in storage or existing in stock tanks, less applicable deductions (including royalties payable out of such production) in each case at the Effective Time;
(v) the net amount of all prepaid expenses related to the Properties (including prepaid production taxes, severance taxes, and other taxes measured by units of production; bonuses; rentals; cash calls to third Person operators; insurance premiums; and scheduled payments) attributable to periods from and after the Effective Time;
(vi) the amount of all Taxes, if any, prorated to Buyer in accordance with this Agreement but paid by the Seller Parties; and
(vii) such other amounts as may be mutually agreed upon by the Parties.
(c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication:
(i) the aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7;
(ii) the aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8;
(iii) the value allocated to any Retained Asset pursuant to Section 6.4;
(iv) the aggregate amount of all Purchase Price reductions required pursuant to Section 6.6;
(v) an amount equal to the value of all net amounts owed by Xxxxxxxx LLC with respect to the Assets for the Estimated Imbalances (and, where any Imbalances are calculated on a per barr...
Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by the amounts provided for in this Agreement or agreed upon by Buyer and Sellers (including, without limitation, pursuant to Section 12.01).
(b) At the Closing, the Purchase Price shall be decreased by (i) all downward Purchase Price Adjustment for Title Defects and Environmental Defects determined in accordance with Article III and Article IV and (ii) any other amount provided for in this Agreement or agreed upon by Buyer and Seller (including, without limitation, pursuant to Section 12.01).
(c) At the Closing, the Purchase Price shall be decreased by the amount of the minerals lease bonus to be paid pursuant to the Letter Agreement dated May 6, 2016 by and between August X. Xxxxxxx, Xx., Trustee, Lessor, and Providence Energy Partners III, LP, Lessee, and further as to paragraphs 18 and 19 of those certain Oil and Gas Leases identified on Exhibit A as Panther File No. 0000-0000-000 and 0000-0000-000.
(d) The adjustments described in Sections 10.02(a), (b) and (c) are hereinafter referred to as the “Purchase Price Adjustments.”
Adjustments to Purchase Price at the Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication.
(b) At the Closing, the Purchase Price shall be decreased by the aggregate amount of:
(i) Any distributions or payments of cash or other assets of any Company Entity to its members or any of their Affiliates between the Effective Time and the Closing Date; and
(ii) Any expenses paid or incurred by any Company Entity between the Effective Time and the Closing Date related to, or arising from, this Agreement or the transactions contemplated by this Agreement (including any fees associated with the novations of Company Derivatives, including legal fees).
(c) The adjustments described in this Section 9.2 are hereinafter referred to as the “Purchase Price Adjustments.”
Adjustments to Purchase Price at the Closing. (a) At the Closing, the Purchase Price shall be increased by any amount provided for in this Agreement or agreed upon by Buyer and Sellers, including without limitation an upward Purchase Price adjustment in the event the net mineral leasehold acres attributable to the Subject Interests total more than 1,138 net mineral leasehold acres, which upward adjustment shall be equal to the product of (i) $3,650 multiplied by the difference between 1,138 net mineral leasehold acres and the number of net mineral leasehold acres actually attributable to the Subject Interests.
(b) At the Closing, the Purchase Price shall be decreased by the following amounts:
(i) the Allocated Value of any Subject Interests sold prior to the Closing to the holder of a preferential right pursuant to Section 4.06, if any;
(ii) all downward Purchase Price adjustments for Title Defects and Environmental Defects determined in accordance with Article IV, if any; and
(iii) any other amount agreed upon by Buyer and Sellers.
(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 the Closing. At the Closing, the Unadjusted Purchase Price shall be increased by (i) all upward adjustments for Title Benefits determined in accordance with Article III, (ii) the Post-Execution Option Lease Amount, if any and (iii) any other amount provided for in this Agreement or agreed upon by Buyer and Sellers (including, without limitation, pursuant to Section 12.01).
