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

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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of Sections 10.02(a) and (b), “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreements.

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;; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of Sections 10.02(a) and (b), “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreements.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts:amounts (without duplication): (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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and, for xxxxx located on the Leases and not operated by Seller or Seller's Affiliates, overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; (iv) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, production or severance Taxes, gravity adjustments and transportation expenses necessary to market such production; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of the Assets from and after the Effective Time and paid or payable by Seller, subject to the terms hereofTime; (ivvii) for all upward Purchase Price adjustments xxxxx located on the Leases and operated by Seller or any of Seller's Affiliates, a monthly overhead fee of $800.00, prorated for Title Benefits determined in accordance with Article IIIpartial months, per well while Seller is operating the Assets from and after the Effective Time; and (vviii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts:amounts (without duplication): (i) The an amount equal to all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid Taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller's ownership prior to the Effective Time); (ii) all proceeds of production actually collected by Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (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 covered by an exercised PPR pursuant to Section 3.084.07(b); (iv) all reductions in the Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IVwhich Buyer has assumed responsibility under Section 16.02; (vi) $500,000.00 related to post-Effective Time workovers in the Lower Abo Field; and (vii) 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller's good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The 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 proceeds the aggregate amount of production of Hydrocarbons attributable all Purchase Price increases required with respect to the Assets before the Effective Time and received by Buyer, plus to the extent proceeds thereof are or will be received by Buyer, Interest Additions under Article 7; (ii) an amount equal to the value of all Hydrocarbons attributable net amounts owed to the Seller Parties with respect to the Assets thatfor the Estimated Imbalances (and, at 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 Effective Timeproduct of the volume associated with such Imbalances and $4.50 per Mcf and $95.55 per barrel, 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 theretoas applicable); (ii) Asset Taxes prorated to Buyer pursuant to Section 9.02, but paid by Seller before Closing; (iii) The the aggregate amount of all non-reimbursed Property Expenses incurred in the ordinary course of business Costs which are attributable to the Assets for the period from and after the Effective Time and that have been paid or payable by Seller, subject to the terms hereofXxxxxxxx LLC; (iv) the value (using $95.55 per barrel and $4.50 per Mcf) of all upward Purchase Price adjustments for Title Benefits determined 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 Article IIIthis Agreement but paid by the Seller Parties; and (vvii) any such other amount subject to an upward Purchase Price adjustment provided for in this Agreement or amounts as may be mutually agreed upon by Buyer and Sellerthe Parties. (bc) The At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The proceeds of production of Hydrocarbons attributable to the Assets occurring from and after the Effective Time and received by Seller (net aggregate amount of all royalties to be paid by or on behalf of Seller Purchase Price reductions required with respect thereto)to Title Defects pursuant to Article 7; (ii) The 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 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); (vi) the aggregate amount of all non-reimbursed Property Expenses incurred in the ordinary course of business Costs which are attributable to the Assets for the period prior to the Effective Time and that have been 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 received by Xxxxxxxx LLC or any of their Affiliates for the sale of the Hydrocarbons produced from sales of Hydrocarbons relating to the Assets from and payable after, or in storage or existing in stock tanks at, the Effective Time, and any other amounts received by Xxxxxxxx LLC or any of their Affiliates 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, except for those listed on Schedule 5.07; andwhich Buyer would be entitled under Section 2.4(a); (viii) the Deposit.amount of the Suspense Funds; and (cix) For purposes of Sections 10.02(a) and (b), such other amounts as may be mutually agreed upon by the Parties. The adjustments described in this Section 11.2 are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

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, except for those listed on Schedule 5.07; and (viiivii) the Deposit. (c) For purposes of Sections 10.02(a) and (b), “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreements.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; (iv) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, taxes, gravity adjustments and transportation expenses necessary to market such production; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of 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 IIITime; and (vvii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The an amount equal to all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time); (ii) all proceeds of production actually collected by Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (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 covered by an exercised PPR pursuant to Section 3.084.07(b); (iv) all reductions in the Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;which Buyer has assumed responsibility under Section 16.02; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller and Buyer prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs be determined by Seller and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures Buyer based upon Seller’s and all regular overhead charges under applicable Third Party operating agreementsBuyer’s good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; (iv) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, taxes, gravity adjustments and transportation expenses necessary to market such production; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of the Assets from and after the Effective Time and paid or payable by Seller, subject to the terms hereofTime; (ivvii) for all upward Purchase Price adjustments xxxxx located on the Leases and operated by Seller or any of its Affiliates, a monthly overhead fee of $800.00, prorated for Title Benefits determined in accordance with Article IIIpartial months, per well while Seller is operating the Assets from and after the Effective Time; and (vviii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer Xxxxx and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The an amount equal to all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time); (ii) all proceeds of production actually collected by Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (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 covered by an exercised PPR pursuant to Section 3.084.07(b); (iv) all reductions in the Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;which Xxxxx has assumed responsibility under Section 16.02; and (vi) any other amount subject to a downward Purchase Price Adjustment provided for in this Agreement or agreed upon by Buyer Xxxxx 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller’s good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant all operating and capital costs and expenses (including without limitation rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Sellers as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) to Section 9.02the extent paid to a Third Party by Sellers (but not Sellers’ own overhead related to {1919007;4} - 34 - operated or non-operated Assets, but paid by Seller before Closingwhich shall not be reimbursable hereunder) that are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; (iv) the value of all Property Expenses merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Sellers in connection with the ordinary course ownership or operation 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 IIITime; and (vvii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and SellerSellers (including any amounts that Buyer expressly approves in writing (or is deemed to have approved) in accordance with Section 15.01). (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The an amount equal to all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid Taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Sellers’ ownership prior to the Effective Time); (ii) all proceeds actually collected by Sellers, or which at the time of production Closing can be reasonably estimated, from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net any other revenues paid to Sellers that arise out of all royalties to be paid by the ownership or on behalf operation 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 after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to Seller pursuant all operating and capital costs and expenses (including without limitation rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Sellers as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) to Section 9.02 the extent paid by Buyer that are not paid by Seller attributable to the Assets and attributable to the period of time prior to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following Closing);Effective Time; {1919007;4} - 35 - (iv) the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent covered by an exercised PPR pursuant to Section 3.084.07(b); (v) all downward reductions in the Purchase Price Adjustments for Title Defects provided in Article IV and for Environmental Defects determined provided in accordance with Article III and Article IVV; (vi) an amount equal to the Suspense Amounts relative to the Assets for which Buyer has assumed responsibility under Section 16.02; and (vii) 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, except for those listed on Schedule 5.07; and (viii) the DepositSellers. (c) For purposes of Sections 10.02(aThe adjustments described in Section 12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Sellers prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Sellers based upon Sellers’ estimate.

Adjustments to Purchase Price at the Closing. (a) The 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 proceeds the aggregate amount of production of Hydrocarbons attributable all Purchase Price increases required with respect to the Assets before the Effective Time and received by Buyer, plus to the extent proceeds thereof are or will be received by Buyer, Interest Additions under ARTICLE 7; (ii) an amount equal to the value of all Hydrocarbons attributable net amounts owed to Seller with respect to the Assets thatfor the Estimated Imbalances (and, at 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 Effective Timeproduct of the volume associated with such Imbalances and $2.00 per Mcf and $55.00 per barrel, 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 theretoas applicable); (ii) Asset Taxes prorated to Buyer pursuant to Section 9.02, but paid by Seller before Closing; (iii) The the aggregate amount of all non-reimbursed Property Expenses incurred in the ordinary course of business Costs which are attributable to the Assets for the period from and after the Effective Time and that have been paid or payable by Seller, subject to the terms hereof; (iv) the value of all oil in storage above the pipeline connection (or less tank bottoms) or gas beyond the meters at the Effective Time shall be credited to Seller, less applicable royalties and severance taxes, and Seller shall use the operator’s gauging of the oil in storage and reading of all gas meters as of the Effective Time. As part of the Statement, the price for such oil in storage shall be at the price that Seller has contracted to sell the oil on the Effective Time. If there is no such price, the price shall be the average of the two highest prices that are posted at the Effective Time (plus any premium) by other purchasing companies, as determined by Seller in the field or locality where the Assets are located for oil of like grade and gravity. Title to the oil in storage shall pass to Buyer as of the Effective Time, and an upward adjustment shall be made to the Purchase Price adjustments for Title Benefits determined due at Closing, less applicable royalties and severance Taxes; (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 Article IIIthis Agreement but paid by Seller; (vii) the amount of the fee owed to Seller by Buyer pursuant to the Transition Services Agreement; and (vviii) any such other amount subject to an upward Purchase Price adjustment provided for in this Agreement or amounts as may be mutually agreed upon by Buyer and Sellerthe Parties. (bc) The At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The proceeds of production of Hydrocarbons attributable to the Assets occurring from and after the Effective Time and received by Seller (net aggregate amount of all royalties to be paid by or on behalf of Seller Purchase Price reductions required with respect thereto)to Title Defects pursuant to ARTICLE 7; (ii) The 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 Seller 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 $2.00 per Mcf and $55.00 per barrel, as applicable); (vi) the aggregate amount of all non-reimbursed Property Expenses incurred in the ordinary course of business Costs which are attributable to the Assets for the period prior to the Effective Time and that have been 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 received by Seller or any of its Affiliates for the sale of the Hydrocarbons produced from sales of Hydrocarbons relating to the Assets from and payable to owners of working interestsafter, royaltiesor in storage or existing in stock tanks at, overriding royalties the Effective Time, and any other similar interests (in each case) that are held in suspense or escrow amounts received by Seller as or any of the Closing Date, except for those listed on Schedule 5.07; andits Affiliates to which Buyer would be entitled under Section 2.4(a); (viii) the Deposit.amount of the Suspense Funds; and (cix) For purposes of Sections 10.02(a) and (b), such other amounts as may be mutually agreed upon by the Parties. The adjustments described in this Section 11.2 are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts:amounts (without duplication): (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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and, for xxxxx located on the Leases and not operated by Seller or Seller's Affiliates, overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; (iv) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, production or severance Taxes, gravity adjustments and transportation expenses necessary to market such production; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of the Assets from and after the Effective Time and paid or payable by Seller, subject to the terms hereofTime; (ivvii) for all upward Purchase Price adjustments xxxxx located on the Leases and operated by Seller or any of Seller's Affiliates, a monthly overhead fee of $800.00, prorated for Title Benefits determined in accordance with Article IIIpartial months, per well while Seller is operating the Assets from and after the Effective Time; and (vviii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer Xxxxx and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts:amounts (without duplication): (i) The an amount equal to all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid Taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller's ownership prior to the Effective Time); (ii) all proceeds of production actually collected by Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (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 covered by an exercised PPR pursuant to Section 3.084.07(b); (iv) all reductions in the Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IVwhich Xxxxx has assumed responsibility under Section 16.02; (vi) $500,000.00 related to post-Effective Time workovers in the Lower Abo Field; and (vii) any other amount subject to a downward Purchase Price Adjustment provided for in this Agreement or agreed upon by Buyer Xxxxx 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller's good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts: (i) The proceeds the amount as 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 Tune of all Hydrocarbons attributable prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets, insofar as such prepaid taxes relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all costs and expenses (including rentals, but royalties, production and severance taxes, capital expenditures, lease operating expenses, pre-paid insurance premiums and overhead) paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The an amount of equal to all Property Expenses incurred in the ordinary course of business costs and expenses paid by Seller that are attributable to the Assets and attributable to the period of time from and after the Effective Time and paid or payable by Seller, subject to the terms hereofTime; (iv) the value of all upward Purchase Price adjustments for Title Benefits determined merchantable Hydrocarbons produced prior to the Effective Time but in accordance with Article IIIstorage above the inlet connection or upstream of the applicable sales meter on the Closing Date, if any; 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 At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The proceeds an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the ownership of production the able to periods of Hydrocarbons attributable time prior to the Assets occurring from 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 Seller’s and Buyer’s ownership before and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf of Seller with respect theretoTime); (ii) The an amount of equal to all Property Expenses incurred in the ordinary course of business attributable revenues received by Seller with respect to the Assets prior and attributable to Hydrocarbon produced after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to Seller pursuant all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under 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)12.0:2; (iv) the Allocated Value of any Subject Interest excluded from sale due sold prior to failure the Closing to obtain consent the holder of a preferential right pursuant to Section 3.084.06; (v) all downward Purchase Price Adjustments Adjustment for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes If an aggregate net gas imbalance relative to the Subject Interests exists as of the Effective Time (a “Gas Imbalance”), the Purchase Price shall be increased if the Subject Interests are underproduced, or decreased if the Subject Interests are overproduced, by the product of (i) the amount (measured in thousand cubic feet “Mcf”) of such Gas Imbalance, and (ii) [***] per Mcf. All Gas Imbalances as of the Effective Time shall be listed by Seller on Schedule 10.03(c). (d) The adjustments described in Sections 10.02(a10.03(a), (b) and (b), c) are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts: (i) The proceeds the amount of production all costs, expenses and charges relating to the Assets, or the ownership, use or operation of Hydrocarbons the Assets, which are paid by Seller or its Affiliates (other than the Company) and are attributable to the Assets before the Effective Time period of time from 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 after the Effective Time, as such amounts 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 described on behalf of Buyer with respect theretoSchedule 10.02(a)(i); (ii) Asset Taxes prorated to Buyer the adjustment amount, if any, due Seller as determined pursuant to Section 9.02, but paid by Seller before Closing11.02 with respect to gas imbalances; (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; (iv) an estimate of any and all transfer, sales, gross receipts, compensating use or similar taxes, or assessments resulting from the transaction; (v) any Excess Net Working Capital as of the Effective Time; and (vi) any other amount subject to an upward Purchase Price adjustment provided for in this Agreement or agreed upon by Buyer Purchaser and Seller. (b) The At the Closing, 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 sold prior to failure the Closing to obtain consent the holder of a preferential right pursuant to Section 3.083.06; (vii) all downward Purchase Price Adjustments adjustments for Title Defects and Environmental Defects determined in accordance with Article III and Article IV; (iii) the Escrow Fund; (iv) the adjustment amount, if any, due Purchaser as determined pursuant to Section 11.02 with respect to gas imbalances. (v) any Deficit Net Working Capital as of the Effective Time; and (vi) any other amount subject to a downward Purchase Price Adjustment provided for in this Agreement or agreed upon by Buyer Purchaser 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a) and (b), ) are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The 16.5.1 At the Closing, the Purchase Price shall be increased by the following amounts: (i) The proceeds the amount, as 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 of all prepaid lease obligations and are prepaid ad valorem, property or similar taxes and assessments, in storage above the pipeline connection each case, based upon or measured by ownership of the price for which Properties, insofar as such production is sold (net prepaid obligations and taxes relate to periods of all royalties to be paid by or on behalf of Buyer with respect thereto)time after the Effective Time; (ii) Asset Taxes prorated an amount equal to Buyer pursuant to Section 9.02all costs and expenses (including rentals, but royalties, production and severance taxes, capital expenditures, lease operating expenses and overhead) paid by Seller before ClosingSellers that are attributable to the Properties and attributable to the period of time from and after the Effective Time; (iii) The amount the value of all Property Expenses incurred in the ordinary course of business attributable merchantable liquid Hydrocarbons produced prior to the Assets from and after the Effective Time and paid but in storage above the sales connection or payable upstream of the applicable sales meter on the basis of $90.00 per barrel (or actual sales price per barrel, if known) multiplied by Seller, subject to the terms hereof;amount in storage in barrels as of the Effective Time; and (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 SellerRicochet. (b) The 16.5.2 At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The proceeds an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the ownership of production of Hydrocarbons the Properties that are attributable to periods of time prior to the Assets occurring from 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 and received by Seller (net of all royalties to be paid by or on behalf of Seller with respect theretoTime); (ii) The an amount of equal to all Property Expenses incurred in the ordinary course of business costs and expenses (including rentals, royalties, production and severance taxes, capital expenditures, lease operating expenses and overhead) paid by Buyer that are attributable to the Assets Properties and attributable to the period of time prior to the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to Seller pursuant all revenues collected by Sellers with respect to Section 9.02 that are not paid by Seller prior the Properties and attributable to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be period of time after the sole obligation of Buyer following Closing)Effective Time; (iv) all downward Purchase Price adjustments for Title Adjustments (including adjustments for the Allocated Value interests of any Subject Interest excluded from sale due to failure to obtain consent pursuant to non-selling working interests owners in the Properties) determined in accordance with Section 3.084.3 herein; (v) all downward Purchase Price Adjustments for Title Defects adjustments as provided in Sections 3.4 and Environmental Defects determined in accordance with Article III and Article IV;3.5 herein; and (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, except for those listed on Schedule 5.07; and (viii) the DepositRicochet. (c) For purposes of Sections 10.02(a) and (b), “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreements.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but paid royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller before Closingas non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) to the extent paid to a Third Party by Seller (but not Seller’s own overhead related to operated or non-operated Assets, which shall not be reimbursable hereunder) that are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; {1914556;9} - 34 - (iv) the value of all Property Expenses merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ordinary course ownership or operation 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 IIITime; and (vvii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and SellerSeller (including any amounts that Buyer expressly approves in writing (or is deemed to have approved) in accordance with Section 15.01). (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The an amount equal to all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid Taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time); (ii) all proceeds actually collected by Seller, or which at the time of production Closing can be reasonably estimated, from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by any other revenues paid to Seller (net that arise out of all royalties to be paid by the ownership or on behalf operation 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 after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to all operating and capital costs and expenses (including without limitation rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller pursuant as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) to Section 9.02 the extent paid by Buyer that are not paid by Seller attributable to the Assets and attributable to the period of time prior to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following Closing)Effective Time; (iv) the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent covered by an exercised PPR pursuant to Section 3.084.07(b); (v) all downward reductions in the Purchase Price Adjustments for Title Defects provided in Article IV and for Environmental Defects determined provided in accordance with Article III and Article IV;V; {1914556;9} - 35 - (vi) an amount equal to the Suspense Amounts relative to the Assets for which Buyer has assumed responsibility under Section 16.02; and (vii) 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of Sections 10.02(aThe adjustments described in Section 12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller’s estimate.

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;; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of Sections 10.02(a) and (b), “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreements.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any costs, including rentals and insurance premiums, insofar as such Taxes and costs paid by Seller relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges paid by Seller before Closingas non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller that are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, production or severance Taxes, gravity adjustments and transportation expenses necessary to market such production; (iv) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (v) an amount equal to all Taxes (other than ad valorem, property and similar taxes) that are paid by Seller in connection with the ownership or operation of the Assets from and after the Effective Time and paid or payable by Seller, subject to the terms hereofTime; (ivvi) all upward Purchase Price adjustments for an amount equal to the amount by which the aggregate Title Benefits determined in accordance with Article IIIexceed the aggregate Title Defect Values of Title Defects properly asserted by a Title Defect Notice, if any; (vii) for all xxxxx located on the Leases and operated by Seller or any Affiliate of Seller, a monthly overhead fee of $800, prorated for partial months, per well while Seller or its Affiliate is operating the Assets from and after the Effective Time; and (vviii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The proceeds an amount equal to all ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of production the Assets insofar as such Taxes relate to periods of Hydrocarbons time prior to the Effective Time and are paid by Buyer, which amount shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time); (ii) an amount equal to all operating and capital costs and expenses (including without limitation rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges paid by Buyer as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) paid by Buyer that are attributable to the Assets occurring and attributable to the period of time prior to the Effective Time; (iii) all proceeds actually collected by Seller from sales of Hydrocarbons that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after 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)Time; (iv) the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent covered by an exercised PPR pursuant to Section 3.084.07(b), or the Allocated Value of any Subject Interest excluded under Section 4.08(b); (v) all downward Purchase reduction in the purchase Price Adjustments for Title Defects as provided in Article IV and for Environmental Defects determined as provided in accordance with Article III and Article IVV; (vi) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 16.02; and (vii) 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller’s estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amountsamounts to the extent known: (i) The proceeds the amount of production all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of Hydrocarbons the Assets, insofar as such prepaid taxes are 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 periods of all Hydrocarbons attributable to the Assets that, at time after 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 an amount equal to Buyer pursuant to Section 9.02all costs and expenses (including rentals, but royalties, production and severance taxes, capital expenditures, insurance and lease operating expenses) paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount the value of all Property Expenses incurred in the ordinary course of business merchantable Hydrocarbons attributable to the Assets from and after Xxxxx in storage as of the Effective Time above the sales connection or upstream of the applicable sales meter, such value to be the current market price or the price paid, less taxes and paid or payable gravity adjustments deducted by Seller, subject to the terms hereof;purchaser of such Hydrocarbons; and (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 At the Closing, the Purchase Price shall be decreased by the following amountsamounts to the extent known: (i) The proceeds an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the ownership of production of Hydrocarbons the Assets that are attributable to periods of time prior to the Assets occurring from 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 Seller’s and Buyer’s ownership before and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf of Seller with respect theretoTime); (ii) The an amount of equal to all Property Expenses incurred in the ordinary course of business attributable revenues collected by Seller with respect to the Assets prior and attributable to Hydrocarbons produced after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to Seller pursuant to Section 9.02 that all cash in, or attributable to, accounts in which third party proceeds of production from the Assets are not paid being held in suspense by Seller prior to Closing (the “Suspense Accounts”), for which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following Closing)has assumed responsibility under Section 12.02; (iv) the Allocated Value of any Subject Interest excluded from sale due sold prior to failure the Closing to obtain consent the holder of a preferential right pursuant to Section 3.084.06; (v) all downward Purchase Price Adjustments adjustments for Title Defects Defects, Identified Claims and Environmental Defects determined in accordance with Article III and Article IV;; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes If an aggregate net gas imbalance relative to the Subject Interests exists as of the Effective Time based upon the information in Schedule 5.16 attached hereto or any subsequent independent gas balancing statements (a “Gas Imbalance”), the Purchase Price shall be increased if the Subject Interests are underproduced, or decreased if the Subject Interests are overproduced, by the product of (i) the amount (measured in thousand cubic feet “Mcf”) of such Gas Imbalance, and (ii) $4.50 per Mcf. (d) The adjustments described in Sections 10.02(a), (b) and (b), c) are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after the Effective Time, are owned by Seller provided that such amounts relate to an Asset and are in storage above the pipeline connection based upon the price for which such production is sold (net of all royalties not to be paid by or on behalf of Buyer with respect thereto)an Excluded Asset; (ii) Asset Taxes prorated an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, royalties, drilling costs, capital expenditures including, but not limited to, expenditures for frac products and services, pumping units, casing and saltwater disposal pipe and materials, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.08; (iv) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, taxes, gravity adjustments and transportation expenses necessary to market such production; (v) $910 per month, prorated for any partial month and to the extent Seller owns less than 100% of the working interest, from and including the Effective Time to and excluding the Closing Date, for each operated well on the Leases that is producing and $9,100 per month, prorated for any partial month and to the extent Seller owns less than 100% of the working interest, from and including the Effective Time to and excluding the Closing Date, for each operated well on the Leases that is being drilled or completed; (vi) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vii) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of 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 IIITime; and (vviii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The an amount equal to all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time); (ii) all proceeds of production actually collected by Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated to Seller the Allocated Value of the Assets excluded 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)Sections 4.06, 4.07, 8.01(a) and 17.04(b) and Article IX; (iv) all reductions in the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent pursuant to Section 3.08Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;which Buyer has assumed responsibility under Section 18.02; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a14.02(a) and (b), 14.02(b) above are referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 liquid hydrocarbon flange of the applicable storage tank multiplied by the price for which such production is from the Assets was sold at the applicable Contract price therefor (net of all royalties and Asset Taxes to be paid by or Buyer on behalf of Buyer with respect theretoSeller under this Agreement); (ii) Asset Taxes prorated to Buyer pursuant to Section 9.02, but paid by Seller before Closing; (iii) The the amount of all Property Expenses incurred in the ordinary course of business property expenses attributable to the Assets from and after the Effective Time and paid or payable by the Seller, subject to the terms hereof, less all Third Party cash call payments held by Seller for expenses after the Effective Time; (iii) for amounts owed by any Third Party to Seller with respect to production, pipeline, storage, processing, or other imbalances or overlifts, (A) in the case of gaseous Hydrocarbons, on the basis of the NYMEX natural gas front month index price for Xxxxx Hub on the first day of the month in which Closing occurs multiplied by the amount of imbalance in MMBtu; (B) in the case of crude oil, on the basis of the NYMEX crude oil front month index price for WTI on the first day of the month in which Closing occurs multiplied by the amount of the imbalance in barrels; (C) in the case of natural gas liquids, $17.00 multiplied by the amount of the imbalance in barrels; or (D) by an amount agreed to in writing by the Parties; (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; and (v) an estimate of any and all Transfer Taxes resulting from the transaction but only to the extent Seller has already paid or discharged such taxes or assessments and without duplication of Buyer’s obligation for such Transfer Taxes under Section 9.01. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The the proceeds of production of Hydrocarbons attributable to the Assets occurring from and on or after the Effective Time and received by Seller (net of all royalties and Asset Taxes to be paid by or Seller on behalf of Seller with respect theretoBuyer under this Agreement); (ii) The the amount of all Property Expenses incurred in the ordinary course of business property expenses attributable to the Assets prior to the Effective Time and paid or payable by Buyer, subject to the terms hereof; (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 sold prior to failure the Closing to obtain consent the holder of a preferential right pursuant to Section 3.083.06 or excluded from the Closing as result of Section 3.06, Section 3.07 or Section 4.01(a); (viv) all downward Purchase Price Adjustments for Title Defects (net of applicable Title Benefit Amounts for Title Benefits) and Environmental Defects determined in accordance with Article III and Article IV; (v) the amount of royalty, overriding royalty, and other burdens payable out of production of Hydrocarbons from the Assets or the proceeds thereof to Third Parties but held in suspense by Seller at the Closing, and any interest accrued in escrow accounts for such suspended funds, to the extent such funds are not transferred to Buyer’s control at the Closing; (vi) for amounts owed by Seller to any Third Party with respect to production, pipeline, storage, processing, or other imbalances or overlifts, (A) in the case of gaseous Hydrocarbons, on the basis of the NYMEX natural gas front month index price for Xxxxx Hub on the first day of the month in which Closing occurs multiplied by the amount of imbalance in MMBtu; (B) in the case of liquid Hydrocarbons, on the basis of the NYMEX crude oil front month index price for WTI on the first day of the month in which Closing occurs multiplied by the amount of the imbalance in barrels; or (C) by an amount agreed to in writing by the Parties; (vii) 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, except for those listed on Schedule 5.07; and (viii) the DepositDeposit plus the income earned thereon. (c) For purposes of The adjustments described in Sections 10.02(a) and (b), ) are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts:amounts (without duplication): (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 all Asset Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such Asset Taxes and costs were paid prior to the Assets that, at Closing Date and relate to periods of time including or after the Effective Time, are owned by Seller and are in storage above Date under the pipeline connection based upon the price for which such production is sold (net principles of all royalties to be paid by or on behalf of Buyer with respect thereto)Section 10.03; (ii) Asset Taxes prorated an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by the Company as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthe Company (and not reimbursed by Buyer) that are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The an amount of equal to all Property Expenses costs and expenses incurred in and paid by the ordinary course of business attributable to the Assets from and after Company Sellers following the Effective Time and paid to drill, complete, sidetrack, deepen, recomplete, plug back or payable by Seller, subject to rework any well included in the terms hereofAssets; (iv) all upward increases to the Purchase Price adjustments for Title Benefits provided in Section 4.07; (v) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage upstream of the applicable sales meter as of the Effective Time, such value to be the contract price as of the Effective Time, less all applicable royalties, production or severance Taxes, gravity adjustments and transportation expenses necessary to market such production; (vi) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vii) if applicable, the amount the Company underproduced times $2.98 per MMBtu, less the applicable differential (or, with respect to oil Imbalances, $47.60 per barrel, less the applicable differential), or, to the extent that the applicable Contracts provide for cash balancing, the actual cash balance amount determined to be due to the Company as of the Effective Time, in accordance with Article IIIeach case, to the extent any such Imbalance is set forth on Section 7.25 of the Disclosure Schedule; (viii) if applicable and to the extent not reimbursed by Buyer, the amounts actually paid by Sellers under any settled Specified Hedging Agreements in the event Closing occurs after the date on which the Specified Hedging Agreements and the transactions contemplated thereby are settled; and (vix) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and SellerSellers. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts:amounts (without duplication): (i) The an amount equal to all unpaid Asset Taxes and assessments based upon or measured by the ownership of the Assets insofar as such Asset Taxes were not paid prior to the Closing Date and relate to periods of time prior to the Effective Date under the principles of Section 10.03; (ii) all proceeds of production actually paid to the Company Sellers from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net any other cash receipts of all royalties to be paid by Sellers arising out of the ownership or on behalf operation 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 from and after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to Seller pursuant to Section 9.02 all operating and capital costs and expenses (including rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by the Company as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Buyer (and not reimbursed by the Company) that are not paid by Seller attributable to the Assets and attributable to the period of time prior to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following Closing)Effective Time; (iv) all reductions in the Allocated Value of Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V or for any Subject Interest excluded from sale due Assets as to failure which the Company Sellers have elected to obtain consent pursuant to Section 3.08postpone Closing under Article IV or Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IVwhich Buyer has assumed responsibility under Section 16.02; (vi) if applicable, the amount the Company overproduced times $2.98 per MMBtu, less the applicable differential (or, with respect to oil Imbalances, $47.60 per barrel, less the applicable differential), or, to the extent that the applicable Contracts provide for cash balancing, the actual cash balance amount determined to be owed by the Company as of the Effective Time, in each case, to the extent any such Imbalance is set forth on Section 7.25 of the Disclosure Schedule; (vii) if applicable and to the extent not paid to Buyer, the amounts actually received by Sellers under any settled Specified Hedging Agreements in the event Closing occurs after the date on which the Specified Hedging Agreements and the transactions contemplated thereby are settled; and (viii) 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, except for those listed on Schedule 5.07; and (viii) the DepositSellers. (c) For purposes of Sections 10.02(aThe adjustments described in Section 12.02(a) and (b)Section 12.02(b) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Sellers prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Sellers based upon Sellers’ good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts:amounts (without duplication): (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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after the Effective Time, are owned by Seller Time under the principles of Section 11.03 and are in storage above the pipeline connection based upon the price for which such production is sold (net of all royalties to be same have been paid by or on behalf of Buyer with respect thereto)Seller; (ii) Asset Taxes prorated an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before (and not reimbursed by Buyer) that are attributable to the Assets and attributable to the period of time from and after the Effective Time (i.e. incurred after the Effective Time and paid for by Seller prior to Closing); (iii) The an amount equal to all costs and expenses incurred and paid by Seller following the Effective Time to drill, complete, sidetrack, deepen, recomplete, plug back or rework any well included in the Assets; (iv) all increases to the Purchase Price for Title Benefits provided in Section 4.09; (v) the value of all Property Expenses merchantable Hydrocarbons produced prior to the Effective Time but in storage upstream of the applicable sales meter (and excluding tank bottoms) as of the Effective Time, such value to be the actual price received by Seller for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be the applicable contract price in effect as of the Effective Time, less all applicable royalties, Taxes, gravity adjustments and transportation expenses necessary to market such production; (vi) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vii) an amount equal to all Taxes (other than income Taxes, ad valorem, property and similar Taxes) that are incurred and paid by Seller in connection with the ordinary course ownership or operation of business attributable to the Assets from and after the Effective Time and paid or payable by Seller, subject to under the terms hereofprinciples of Section 11.03; (ivviii) all upward Purchase Price adjustments an amount equal to the lesser of $200,000 or fifty percent (50%) of the actual total consideration paid for Title Benefits determined in accordance with Article IIIreimbursement to Seller of a portion of the consideration paid by Seller to the counterparties of the farmout agreements listed on Schedule 12.04(k) for the amendments thereof; and (vix) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts:amounts (without duplication): (i) The an amount equal to all unpaid ad valorem, property, severance and similar Taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid taxes relate to periods of time prior to the Effective Time under the principles of Section 11.03; (ii) all proceeds of production actually paid to Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto)arising out of the ownership or operation of the Assets from and after the Effective Time; (iiiii) The an amount of equal to all Property Expenses operating and capital costs and expenses (including rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the ordinary course absence of business an operating agreement, those customarily billed under such agreements) paid by Buyer (and not reimbursed to Buyer by Seller) that are attributable to the Assets and attributable to the period of time 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 i.e. incurred prior to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following ClosingEffective Time); (iv) the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent covered by an exercised PPR pursuant to Section 3.084.07(b); (v) all downward reductions in the Purchase Price Adjustments for Title Defects provided in Article IV and for Environmental Defects determined provided in accordance with Article III and V or for any Assets as to which Seller has elected to postpone Closing under Article IVIV or Article V; (vi) In the event that Seller is unable prior to Closing to re-establish gas deliveries to DCP in the existing DCP line at South Xxxxxxx, then, at Seller’s option there shall either be an adjustment to the Purchase Price in the amount of $118,245.00 or Seller shall be permitted to pay DCP directly all costs necessary for its commitment to re-establish gas deliveries within 90 days following Closing and there shall be no Purchase Price adjustment unless DCP refuses either in writing or by non-performance prior to that date to re-establish gas deliveries in which case Buyer shall receive the adjustment from Seller whether before or after Closing; (vii) the Escrow Amount; and (viii) 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of Sections 10.02(aThe adjustments described in Section 12.02(a) and (b)Section 12.02(b) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller’s good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, production or severance Taxes, gravity adjustments and transportation expenses necessary to market such production; (iv) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (v) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of 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 IIITime; and (vvi) as provided in Section 5.02 of the Option Agreement, and any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement, the Option Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The proceeds an amount equal to all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of production the Assets insofar as such unpaid Taxes relate to periods of Hydrocarbons attributable time prior to the Assets occurring from Effective Time, which amount shall, to the extent not actually assessed, be computed based on such Taxes and after assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time and received by Seller (net of all royalties to be paid by or on behalf of Seller with respect theretoTime); (ii) The amount all proceeds actually collected by Seller from sales of all Property Expenses incurred in the ordinary course of business attributable to the Assets prior to Hydrocarbons that are produced and saved from and after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to Seller pursuant the Suspense Amounts relative to the Assets for which Buyer has assumed responsibility under 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);12.02; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred be determined by Seller, for purposes of determining the Purchase Price paid at Closing, based upon Seller’s estimate as set forth in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsClosing Statement.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts: (i) The proceeds of production of Hydrocarbons attributable all production, severance and similar taxes related 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 Asset arising after the Effective Time, and all costs and expenses that 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 ownership or operation of business attributable to the Assets from and after the Effective Time Time, including, without limitation, all properly applicable drilling costs, leasing and paid other capital expenditures, and overhead charges under applicable operating or payable by Seller, subject other agreements (regardless of whether a Seller or an affiliate of a Seller serves as operator prior to the terms hereof; (iv) all upward Purchase Price adjustments for Title Benefits determined in accordance with Article IIIClosing, so long as such service and the agreements related thereto are arms length), but specifically excluding any internal overhead or G&A costs; and (vii) any other amount subject to an upward Purchase Price adjustment provided for in this Agreement or agreed upon by Buyer and Seller.Sellers (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The the total Title Defect Values (net of the total Title Benefit Values) for which an adjustment to the Purchase Price is required under Section 3.05(d); (ii) the total Environmental Defect Values for which an adjustment to the Purchase Price is required under Section 4.04(d). (iii) all proceeds of production from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net any other revenues arising out of all royalties to be paid by the ownership or on behalf operation 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 from and after 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)Time; (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, except for those listed on Schedule 5.07; and (viiiv) the Deposit, together with any interest earned thereon. (c) For purposes of The adjustments described in Sections 10.02(a) and (b), ) are hereinafter referred to as the “Property Expenses” shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsPurchase Price Adjustments.”

Adjustments to Purchase Price at the Closing. (a) The At the Closing, the Purchase Price shall be increased by the following amounts:amounts (without duplication): (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 all prepaid ad valorem, property and similar Taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after the Effective Time, are owned by Seller and are in storage above Time under the pipeline connection based upon the price for which such production is sold (net principles of all royalties to be paid by or on behalf of Buyer with respect thereto)Section 11.03; (ii) Asset Taxes prorated an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including rentals, but royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closing(and not reimbursed by Buyer) that are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The an amount equal to all non-reimbursed costs and expenses incurred and paid by Seller following the Effective Time to drill, complete, sidetrack, deepen, recomplete, plug back or rework any well included in the Assets; (iv) all increases to the Purchase Price for Title Benefits provided in Section 4.09; (v) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received by Buyer for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, Taxes, gravity adjustments and transportation expenses necessary to market such production; provided, however, that such increase to the Purchase Price shall only apply to the extent that Seller has not received proceeds from the sale of any such Hydrocarbons; (vi) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues actually paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vii) an amount equal to all Taxes (other than income Taxes, ad valorem, property and similar Taxes, but including severance, production, excise and similar Taxes) that are incurred and paid by Seller in connection with the ownership or operation of the Assets from and after the Effective Time and paid or payable by Seller, subject to under the terms hereofprinciples of Section 11.03; (ivviii) all upward Purchase Price adjustments if applicable, the amount Seller is underproduced times Two and 78/100 Dollars ($2.78) per MMBtu (or, with respect to oil Imbalances, Fifty-Six and 94/100 Dollars ($56.94) per barrel), or, to the extent that the applicable Contracts provide for Title Benefits cash balancing, the actual cash balance amount determined in accordance with Article IIIto be due to Seller as of the Effective Time; and (vix) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts:amounts (without duplication): (i) The an amount equal to all unpaid ad valorem, property, severance and similar Taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid taxes relate to periods of time prior to the Effective Time under the principles of Section 11.03; (ii) all proceeds of production actually paid to Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (iii) Asset Taxes prorated an amount equal to all operating and capital costs and expenses (including rentals, royalties, drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller pursuant to Section 9.02 as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Buyer (and not reimbursed by Seller) that are not paid by Seller attributable to the Assets and attributable to the period of time prior to Closing (which prorated Asset Taxes so deducted from the Purchase Price shall be the sole obligation of Buyer following Closing)Effective Time; (iv) the Allocated Value of any Subject Interest excluded from sale due to failure to obtain consent covered by an exercised PPR pursuant to Section 3.084.07(b); (v) all downward reductions in the Purchase Price Adjustments for Title Defects provided in Article IV and for Environmental Defects determined provided in accordance with Article III and Article IVV; (vi) an amount equal or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 16.02; (vii) if applicable, the amount Seller is overproduced times Two and 78/100 Dollars ($2.78) per MMBtu (or, with respect to oil Imbalances, Fifty-Six and 94/100 Dollars ($56.94) per barrel), or, to the extent that the applicable Contracts provide for cash balancing, the actual cash balance amount determined to be owed by Seller as of the Effective Time; (viii) an amount equal to the suspense funds held by Seller as of the Effective Time, as set forth in Schedule 6.14; and (ix) 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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of Sections 10.02(aThe adjustments described in Section 12.02(a) and (b)Section 12.02(b) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller’s good faith estimate.

Adjustments to Purchase Price at the Closing. (a) The At the Closing, 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 all prepaid ad valorem, property and similar taxes and assessments based upon or measured by the value ownership of all Hydrocarbons attributable the Assets, and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid taxes and costs relate to the Assets that, at periods of time after 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 an amount equal to Buyer pursuant to Section 9.02all operating and capital costs and expenses (including without limitation rentals, but royalties drilling costs, capital expenditures, lease operating expenses, expenses incurred under applicable operating agreements and overhead charges allowable under applicable accounting procedures (XXXXX), and including any charges incurred by Seller as non-operator, or in the absence of an operating agreement, those customarily billed under such agreements) previously paid by Seller before Closingthat are attributable to the Assets and attributable to the period of time from and after the Effective Time; (iii) The amount all increases to the Purchase Price for Title Benefits provided in Section 4.09; (iv) the value of all Property Expenses incurred merchantable Hydrocarbons produced prior to the Effective Time but in storage above the sales connection or upstream of the applicable sales meter as of the Effective Time, such value to be the actual price received for such Hydrocarbons upon the first sale thereof or absent a sale, then such value shall be based upon the average market price posted in the ordinary course area for Hydrocarbons of business attributable similar quality and grade in effect as of the Effective Time, less all applicable royalties, taxes, gravity adjustments and transportation expenses necessary to market such production; (v) all proceeds actually paid to Buyer from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues paid to Buyer that arise out of the ownership or operation of the Assets prior to the Effective Time; (vi) an amount equal to all Taxes (other than income taxes, ad valorem, property and similar taxes) that are incurred and paid by Seller in connection with the ownership or operation of the Assets from and after the Effective Time and paid or payable by Seller, subject to the terms hereofTime; (ivvii) for all upward Purchase Price adjustments xxxxx located on the Leases and operated by Seller or any of its Affiliates, a monthly overhead fee of $800.00, prorated for Title Benefits determined in accordance with Article IIIpartial months, per well while Seller is operating the Assets from and after the Effective Time; and (vviii) any other amount subject to an upward Purchase Price adjustment amounts provided for in this Agreement or agreed upon by Buyer and Seller. (b) The At the Closing, the Purchase Price shall be decreased by the following amounts: (i) The an amount equal to all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets insofar as such unpaid taxes relate to periods of time prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding taxable year (such amount to be prorated for the period of Seller’s ownership prior to the Effective Time); (ii) all proceeds of production actually collected by Seller from sales of Hydrocarbons attributable to the Assets occurring that are produced and saved from and after the Effective Time and received by Seller (net of all royalties to be paid by or on behalf any other cash receipts of Seller with respect thereto); (ii) The amount arising out of all Property Expenses incurred in the ordinary course ownership or operation of business attributable to the Assets prior to from and after the Effective Time and paid or payable by BuyerTime; (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 covered by an exercised PPR pursuant to Section 3.084.07(b); (iv) all reductions in the Purchase Price for Title Defects provided in Article IV and for Environmental Defects provided in Article V; (v) an amount equal to all downward Purchase Price Adjustments cash in, or attributable to, suspense accounts relative to the Assets for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;which Buyer has assumed responsibility under Section 16.02; and (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, except for those listed on Schedule 5.07; and (viii) the Deposit. (c) For purposes of The adjustments described in Sections 10.02(a12.02(a) and (b)) above are referred to as the “Purchase Price Adjustments.” To the extent that the amount of any Purchase Price Adjustment is not determinable with certainty by Seller prior to the Closing, “Property Expenses” the amount of such Purchase Price Adjustment shall mean all costs and expenses (other than Taxes) that are incurred in the ordinary course of business in the ownership or operation of the Assets, including, without limitation, all drilling costs, all capital expenditures and all regular overhead charges under applicable Third Party operating agreementsbe determined by Seller based upon Seller’s good faith estimate.