Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows: (a) The Purchase Price shall be increased by the following: (1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons; (2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date; (3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date; (4) any other amount agreed upon by Purchaser and Seller. (b) The Purchase Price shall be decreased by the following: (1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller; (2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actually (3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date; (4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing; (5) any other amount agreed upon by Purchaser and Seller.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc), Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. Notice of any adjustments to ----------------------------- the portion of the Purchase Price otherwise payable at the Closing (as defined in Section 6.1 herein) shall be delivered, as between the Parties, no later than ----------- two (2) business days prior to the Closing in order to be considered at the Closing. Any notice of adjustment not timely provided, together with any other adjustment will be made in the final adjustment as set forth in Section 6.5 ----------- herein. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profitexcise, severance, severance and similar taxes and assessments based upon or measured by the ownership of the share Assets that are attributable to the period of time from and after the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable theretoEffective Time, which accrue 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 from and after the Effective Time); and
(2) an amount equal to all expenses attributable to the Assets that are paid by or are chargeable against such share on behalf of the Property (Seller that are, in accordance with generally accepted accounting principles, attributable to the period from and after the Effective Time.
(b) The Purchase Price shall be reduced by the following:
(1) the amount of the proceeds received by Seller attributable to the Assets that are, in accordance with generally accepted accounting principles, attributable to the period of time from and which after the Effective Time;
(2) an amount equal to unpaid ad valorem, property, production, excise, severance and similar taxes and assessments based upon or measured by the ownership of the Assets that are attributable to the period of time prior to the Effective DateTime, which amount amounts shall, to the extent not actuallyactually 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
(3) an amount equal to all expenses attributable to the Assets that are paid by or on behalf of Buyer that are, in accordance with generally accepted accounting principles, attributable to any amounts received by Seller (whether period prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and SellerTime.
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased adjusted upward by the following:
(1) the value of all merchantable allowable oil proceeds accrued to or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, Buyer attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and Interests that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after of time prior to the Effective Date;
(4) any other amount agreed upon Time, including without limitation, the value of all oil in storage above the pipeline connection as of the Effective Time and not previously sold by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production Seller that is attributable to the share Interests, such value to be the market price in effect as of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of productionTime, severance, and similar less taxes and assessments measured gravity adjustments deducted by or payable out the purchaser of production) actually received or accrued by or on behalf of Sellersuch oil;
(2) an the amount equal to of all unpaid expenditures; rentals and other charges; ad valorem, property, production, profitexcise, severance, severance and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder property or the production of oil, gas, or other minerals therefrom hydrocarbons or the receipt of proceeds attributable theretotherefrom; expenses (including overhead determined in accordance with the Operating Agreement attached hereto as EXHIBIT C) billed under applicable operating agreements and, which accrue to or are chargeable against such share in the absence of an operating agreement, expenses of the Property (sort customarily billed under such agreements, paid by or on behalf of Seller in connection with the operation of the Interests, in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyprovided for in Section 2.2(a)(3), attributable to the period after the Effective Time;
(3) any amounts received an amount equal to all prepaid expenses attributable to the Interests that are paid by or on behalf of Seller (whether that are, in accordance with generally accepted accounting principles, attributable to the period after the Effective Time, including, without limitation, prepaid utility charges and prepaid ad valorem, property, production, severance and similar taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, but excluding, without limitation, repairs made during the period after the Effective Time that relate to hurricane or similar damage occurring prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.Time; and
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actually
(3) any amounts received by Seller (whether prior to or subsequent to actually assessed, be computed based upon such taxes and assessments for the Effective Date) pursuant to "takeimmediately-or-pay," advance paymentpreceding calendar year, or similar provisions of any production sales contractif such taxes or assessments are assessed on other than a calendar-year basis, any gas balancing agreement, or any other agreement, to for the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Datetax period last ended;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by Closing in accordance with the "Interim Settlement Statement" (hereinafter defined in this paragraph defined) and in Paragraph 9 below), and, subsequent to Closing, by accordance with the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), defined) as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller Sellers in the tanks or above the pipeline connection or not otherwise accounted for by Purchaser (to be based on the October 1997 prices received by Sellers) at the Effective Date, and not previously sold by SellerSellers, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual market price received by Purchaserin effect as of the Effective Date, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, operation and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles ("GAAP") and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller Sellers after the Effective Date. Notwithstanding anything in this Agreement, Sellers shall be solely responsible for all tangible and intangible capital costs relative to the drilling, completion and placing on production of the Wells incurred prior to Closxxx, including but not limited to, seismic acquisition, surface damages, pipeline rights-of-way, and surface restorations (hereinafter referred to as "Capital Expenditures"); provided however, that the Purchase Price will be increased by an amount equal to all lease acquisition costs relating to prospects that are incurred by Sellers, to the extent such acquisitions are approved in advance in writing by Purchaser;
(3) an amount equal to all prepaid expenses, expenses attributable to the ownership, operation, operation and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller Sellers after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, GAAP attributable solely to the period from and after the Effective Date;; and
(4) to the extent the agreements affecting same are acceptable to Purchaser, any other amount agreed upon by Purchaser and SellerSellers.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, severance and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerSellers;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, severance and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, gas or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principlesGAAP) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actually;
(3) any amounts received by Seller Sellers (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, payment or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein as defined in Section 5(d)herein) which is not cured or waived prior to Closing;; and
(5) any other amount agreed upon by Purchaser and SellerSellers.
(c) All monies received by either party hereto which, under the terms of this Agreement or otherwise, belong to the other party, shall be received in trust by the party receiving such funds, and shall monthly, upon receipt, be paid over to the other party. The parties agree, in this regard, to cooperate fully and to execute, endorse and deliver as expeditiously as practicable such papers, checks and documents as are needed promptly to complete the transfer of such payments;
(d) After the Closing, if an invoice or other evidence of an obligation relating to the Property is received which is applicable to periods both prior to and after the Effective Date, and is partly the obligation of Sellers and partly the obligation of Purchaser, then each party shall pay its respective portion of such obligation to the obligee, prorated between the parties as of the Effective Date;
(e) At and after the Closing, Purchaser and Sellers will cooperate fully in notifying all applicable third parties (including the execution by Sellers of such transfer orders, letters in lieu, change of operator, etc., as may be requested by Purchaser) so that notices, proceeds and invoices from such third parties may take into account the fact that Purchaser has acquired the Property as of the Effective Date;
(f) The provisions of this Section 4 shall survive the Closing hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Comstock Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately- preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (as provided in this Section 2.04 and the resulting amount shall be referred to as the "Adjusted Purchase Price"." Not less than five (5) at days prior to the ClosingClosing Date, by Seller shall deliver to Purchaser a preliminary closing statement (the "Interim Settlement Preliminary Closing Statement" (hereinafter defined in this paragraph and in Paragraph 9 below"), andsubstantially in the form attached hereto as Schedule 2.04, subsequent setting forth adjustments to Closing, by the "Final Settlement Statement" (hereinafter defined Purchase Price using the best information then available and prepared in Paragraph 13 below), as follows:accordance with customary accounting principles used in the oil and gas industry.
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3i) an amount equal to the quantity of merchantable oil produced from the Leases and in storage at the Effective Time, and not sold or disposed of prior to Closing (as defined in Section 7.01), multiplied by the market price (market price shall be deemed to be the amount the Seller would receive if the oil were marketed by the operator of the Lease) for such oil at the Effective Time, net of all prepaid taxes and gravity adjustments and transportation expenses necessary to market such production;
(ii) the amount of (A) the direct capital expenses for operations approved in accordance with Section 4.01 or otherwise made in accordance with applicable provisions of this Agreement, direct lease operating expenses charged under applicable operating agreements, and general and administrative charges, if any, payable to any third-party operator under applicable operating agreements, and (B) in respect of Leases for which Seller serves as operator, the direct capital expenses for operations approved in accordance with Section 4.01 or otherwise made in accordance with applicable provisions of this Agreement and direct lease operating expenses, in each instance that are: (1) attributable to the ownership, operationAcquired Assets during the period between the Effective Time and Closing, and maintenance of the share of the Property being acquired hereunder that are (2) incurred and paid by Seller (whether before or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective DateClosing);
(4iii) any other the amount of premiums under insurance policies (including, as applicable, business interruption insurance) attributable to the Acquired Assets and the production therefrom for the period extending from the Effective Time to Closing;
(iv) an amount equal to the average daily market price of natural gas per mcf, (mmbtu adjusted) for delivery at the Houston Ship Channel for the month of May 31, 2002, as published in Inside FERC, representing the agreed upon by Purchaser and Seller.value of the net undertaken Imbalances (as defined in Section 3.01(n)) as of the Effective Time, as such term is defined hereinafter; and
(b) The Purchase Price shall be decreased by the following:
(1i) the amount of net proceeds or other value received by Seller for the sale or disposition of Substances, including net proceeds from the sale of liquids and other constituents removed in gas plants or other processing facilities, produced after the Effective Time;
(ii) the amount of proceeds or other value received by Seller for the sale or disposition, after the Effective Time, of any portion of the Acquired Assets;
(iii) an amount equal to the aggregate of all Title Defect Amounts (as hereinafter defined) with respect to all uncured Title Defects as determined pursuant to the provisions of Section 5.08(a);
(iv) the amount of any proceeds from the sale of Production attributable downward adjustment to the share Purchase Price on account of the Property being acquired hereunder attributable any Casualty Loss (as defined in Section 5.07) pursuant to the period on or after the Effective Date (net provisions of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerSection 5.07;
(2v) an the amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable any downward adjustment to the period prior to the Effective Date, which amount shall, to the extent not actually
Purchase Price on account of any Environmental Laws (3) any amounts received by Seller (whether prior to or subsequent to the Effective Dateas defined in Section 3.01(p) pursuant to "take-or-pay," advance payment, or similar the provisions of Section 5.09(b); and
(vi) the amount of any production sales contract, any gas balancing agreement, or any other agreement, downward adjustment to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value Purchase Price as a result of the share exercise of any preferential rights by the Property being acquired hereunder resulting from the existence of a Defect (herein defined holders thereof, as provided in Section 5(d5.09(c)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Adjustments to Purchase Price. (a) The Second Installment Payment of the Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, upward by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by Assigned Interest's share of the following:
(1) the The value of all merchantable merchantable, allowable oil or other liquid hydrocarbons condensate in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, Time that is credited to the share of Interests, such value to be the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual weighted average price received by Purchaser, Seller during the month of February in each field less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbonspurchaser;
(2) the The amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties without limitation royalties, overriding royalties, rentals and rentals) other charges and ordinary operating expenses and XXXXX overhead charges billed under applicable operating agreements), if any, that are, in accordance with generally accepted accounting principles and prudent operationsprinciples, attributable solely to Seller's ownership in the period from and Interests for times after the Effective Date Time and which are paid by or on behalf Seller in connection with the operation of Seller after the Effective Date;Interests; and
(3) an Any other amount equal to all prepaid expensesagreed upon by Seller and Buyer.
(b) The Second Installment Payment of the Purchase Price shall be adjusted downward by the Assigned Interest's share of the following:
(1) The amount of the proceeds, if any, received by Seller attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date Interests and that are, in accordance with generally accepted accounting principles, attributable solely to production occurring during the period from and of time after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerTime;
(2) an An amount equal to all unpaid ad valoremexpenses, propertyburdens and obligations (including without limitation royalties, productionoverriding royalties, profitrentals and other charges) which, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which , accrue or are attributable to the period Interests prior to the Effective Date, which amount shall, to the extent not actuallyTime;
(3) any amounts received by Seller (whether prior to or subsequent An amount equal to the Effective Date) value of uncured Title Defects, as determined pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective DateSection 5.4(c) below;
(4) any reduction in The amount equal to the value of any Interest affected by a requirement for consent to assign described on Schedule 3.1(i), where the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is required consent to assign has not cured or waived prior to been obtained by Closing;; and
(5) any Any other amount agreed upon by Purchaser Seller and SellerBuyer.
(c) Subject to Section 8.1(b), all ad valorem, property and similar taxes based upon or measured by the value of the Interests shall be prorated between Seller and Buyer as of the Effective Time, such proration to be based upon calculations using the 2000 valuation of the Interests and the tax levy applicable for 2000, but if the tax levy for 2000 is not available on or before Closing, based upon the tax levy for the 1999 tax year, and such proration shall be an adjustment to the Purchase Price at the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased adjusted upward by the following:.
(1) the value The amount of all merchantable allowable oil direct costs and expenses (including, without limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance and other taxes based upon or other liquid hydrocarbons in storage owned measured by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share ownership of the Property being acquired hereunderor the production of hydrocarbons or the receipt of proceeds therefrom, valued at expenses charged or incurred under applicable operating agreements and, in the contract price theretoabsence of an operating agreement, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance expenses of the share of the Property being acquired hereundersort customarily charged under such operating agreements, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid or incurred by or on behalf of Seller after in connection with the ownership or operation of the Property from the Effective Time to the Closing Date;
(32) an An amount equal to all prepaid expenses, expenses attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;Time including, without limitation, all expenses under operating agreements and prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of the Property or the production of hydrocarbons or the receipt of proceeds therefrom; and
(43) any Any other amount agreed upon by Purchaser Seller and Seller.Buyer
(b) The Purchase Price shall be decreased adjusted downward by the following:
(1) Proceeds received by Seller prior to the amount of any proceeds from the sale of Production Closing Date attributable to the share of the Property being acquired hereunder and that are, in accordance with generally accepted accounting principles, attributable to the period on or after of time from the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerTime to the Closing Date;
(2) an An amount equal to all expenses under operating agreements and unpaid ad valorem, property, production, profit, severance, severance and similar taxes and assessments (but not income taxes) based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom hydrocarbons or the receipt of proceeds attributable thereto, which accrue therefrom accruing to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Time which have not been paid by Seller prior to the Closing Date, which with the amount shallof taxes being computed based upon such taxes assessed against the applicable portion of the Property for the preceding calendar year, or if such taxes are assessed on other than a calendar year basis, for the tax related year last ended. All outstanding and unpaid taxes applicable to the extent not actuallyownership of the Property shall be pro-rated between Seller and Buyer as of the Closing Date.
(3) An amount agreed to by Buyer and Seller as a result of any amounts received by Seller (whether prior to or subsequent titldefects to the Effective Date) pursuant Property according to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;Section 4.1; and
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any Any other amount agreed upon by Purchaser Seller and SellerBuyer.
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in accordance with this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:Section 2.4.
(a) 1. The Purchase Price shall be increased by the following:following amounts (without duplication):
(1a) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited subject to the share limitations of the Property being acquired hereunderSection 9.1, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable actual operating or capital expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, or prepaid expenses attributable solely to the period from Assets (inclusive of Seller's overhead or administrative expenses attributable or allocable to the Assets) including, without limitation, royalties, rentals and after other similar charges, excise, severance and production taxes and any other taxes based upon or measured by the Effective Date production of hydrocarbons or the receipt of proceeds therefrom, and, subject to the limitations of Section 9.1, expenses paid to Seller or a third person under applicable joint operating agreements or other contracts or agreements included in the Assets, or in the absence of any joint operating agreement, those customarily billed under such agreement, including without limitation, drilling, completion, reworking, deepening, side-tracking, plugging and which are abandoning, geological and geophysical and land costs paid by or on behalf of Seller after in connection with the Effective Date;
(3) an amount equal to all prepaid expenses, operation of the Assets which are attributable to the ownership, operation, and maintenance period of time from the share Effective Date to the Closing ("Closing Period");
b) the value of merchantable liquid hydrocarbons in storage above the Property pipeline connection on the Effective Date which are produced from or allocable to the Assets prior to the Effective Date (it being acquired hereunder understood that are paid by or such value shall be based on behalf of Seller the price at which such hydrocarbons were sold after the Effective Date (on a first-in, first-out basis), less applicable taxes and prior to royalty payments) ("Inventory Value");
c) the Closing Date and that are, amount of any property or ad valorem taxes paid by Seller prorated in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective DateSection 5.1;
(4d) any other amount agreed upon by Purchaser Seller and SellerBuyer;
e) an amount equal to any appropriate increases in value of the Assets, as determined in accordance with Section 7.7; or
f) the value of capital equipment added to the Assets between the date of this Agreement and the Effective Date.
(b) 2. The Purchase Price shall be decreased by the followingfollowing amounts:
a) an amount equal to the gross proceeds received by Seller from the sale of hydrocarbons, both liquid and gaseous, produced from or allocable to the Assets after the Effective Date (1during the Closing Period), net of all applicable taxes not reimbursed to Seller by a purchaser of hydrocarbons and royalty payments;
b) reductions due to Title Failures as provided for in Section 7.5;
c) reductions due to Material Contamination as provided for in Section 8.3;
d) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on property or after the Effective Date (net of production, severance, and similar ad valorem taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (prorated in accordance with generally accepted accounting principlesSection 5.1 and e) and which are attributable reductions due to the period prior to the Effective Date, which amount shall, to the extent not actually
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined Force Majeure as provided in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller11.4.
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 paragraph 10 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 paragraph 14 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller Sellers in the tanks or above the pipeline connection at the Effective Date, and not previously sold by SellerSellers, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller Sellers after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller Sellers after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;Closing
(4) any other amount agreed upon by Purchaser and SellerSellers.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerSellers;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately-preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller Sellers (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and SellerSellers.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased adjusted upward by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons Stock Tank Oil in storage owned by Seller in the tanks or above the pipeline connection at the Effective DateTime, which is sold and not previously sold by Seller, that which is credited to the share Properties and measured by and accurately reflected in Seller’s records as of the Property being acquired hereunderEffective Time, valued at the contract price thereto, or if none, such value to be the actual price received by Purchaser, less taxes deducted, but only to the extent such proceeds are received by Buyer (or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbonscredited to Buyer at Closing);
(2) the amount of all reasonable normal and verifiable expenditures made (including, without limitation, expenses and capital expenditures under applicable operating agreements or other similar arrangements or agreements) actually paid to unaffiliated third parties by Seller in accordance with the terms of this Agreement, in connection with the ownershipdrilling, operationdevelopment, fracture stimulation, equipping and maintenance operation of the share of the Property being acquired hereunder, (including royalties and rentals) and Properties in accordance with generally accepted accounting principles this Agreement for work actually performed and prudent operationsmaterials, attributable supplies and equipment, solely to the period from and after extent attributable to periods subsequent to the Effective Date and which are paid by or on behalf of Seller after the Effective DateTime;
(3) an amount equal to all prepaid expensesad valorem, property, production, severance and similar Taxes (but not including income Taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, solely to the extent they are attributable to the ownership, operation, and maintenance ownership or operation of the share of the Property being acquired hereunder that are paid by or Properties on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective DateTime;
(4) an amount equal to the value (based on the price which Seller is entitled to receive on the date(s) that such under production occurred for such production) of the volume of gas less than its ownership percentage which Seller has produced from any of the Xxxxx (“Under Production”);
(5) any other amount agreed upon by Purchaser Seller and SellerBuyer.
(b) The Purchase Price shall be decreased adjusted downward by the following:
(1) the amount of any proceeds from the sale of Production and revenues received by Seller attributable to the share of the Property being acquired hereunder Properties and which are attributable to the period periods on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerTime;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, severance and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of the share of the Property being acquired hereunder property or the production of oil, gas, or other minerals therefrom hydrocarbons or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are therefrom attributable to the period Properties prior to the Effective DateTime, which amount shallshall be computed based upon such taxes assessed against the applicable portion of the Properties for the preceding calendar year or, if such taxes are assessed on other than a calendar year basis, for the tax related year last ended;
(3) the aggregate amount of (i) the Title Defect Value (defined below) of the Defective Interests (defined below) and Environmental Defect Value (defined below) of the Environmental Defects (defined below) less (ii) Upward Adjustments (as defined in Section 5.07 hereof), to the extent not actually
that such difference exceeds one-half percent (30.5%) any amounts received by Seller (whether prior to or subsequent to of the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective DatePurchase Price;
(4) any reduction in an amount equal to the value of that portion of the Properties with respect to which (i) Seller is obligated by virtue of any prepayment arrangements under any contract for the sale of hydrocarbons and containing a “take or pay” or similar provision or a production payment or any other arrangement to deliver hydrocarbons produced from the Properties at some future time without then or thereafter receiving full payment therefor (“Take-or-Pay Liability”), and/or (ii) Seller has produced a share of gas in excess of its ownership percentage and Seller is obligated to reduce its share of production under a gas balancing agreement or similar arrangement to allow under-produced parties to come back into balance (“Over Production”) (the Property being acquired hereunder resulting from value of such Take-or-Pay Liability and Over Production to be based on the existence of a Defect (herein defined in Section 5(d)price which could have been received by Seller on the dates(s) which is not cured that such Take-or-Pay Liability accrued or waived prior to Closingthe date(s) that such Over Production occurred;
(5) any lease extension, delay rentals or lease renewal payments associated with the Properties and due within twelve (12) months after Closing; and
(6) any other amount agreed upon by Purchaser Seller and SellerBuyer, including without limitation the amounts provided in Section 5.04(c) hereof.
(c) Notwithstanding anything to the contrary set forth in this Agreement, any net reduction to the Purchase Price shall be applied to reduce the amount of cash and shares of Buyer’s Stock to be delivered according to Section 2.01(b) in the same proportion described in 2.01(a) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Halcon Resources Corp)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (as follows and the "resulting amount shall be herein called the Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as followsPrice :
(a) The Purchase Price shall be increased adjusted upwards by the following:
(1) An amount equal to the value of all merchantable allowable oil or other liquid hydrocarbons condensate in storage owned by Seller in the tanks or above the pipeline connection at as of the Effective Date, and not previously sold by Seller, Time that is credited to the share of the Property being acquired hereunderProperties, valued at the contract price thereto, or if none, such value to be the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of for such oil or other liquid hydrocarbons;condensate upon the sale thereof or absent a sale, then such value shall be based upon the average market price posted in the area for oil or condensate of similar quality and grade in effect as of the Effective Time less applicable taxes; and
(2) An amount equal to the amount of all reasonable operating and capital expenditures made in connection with the ownership(including, operationwithout limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance, and maintenance any other taxes based upon or measured by the ownership of property or the share production of hydrocarbons or the Property being acquired hereunderreceipt of proceeds therefrom and expenses billed under applicable operating agreements or in the absence of an operating agreement, (including royalties and rentalsthose customarily billed under such agreement) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after in connection with the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance operation of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that Properties which are, in accordance with generally accepted accounting principles, attributable solely to the period from and of time after the Effective Date;
(4) any other amount agreed upon by Purchaser Time; and Sellerincluding general and administrative expenses normally charged in connection with the Properties or such expenses paid to unaffiliated third parties pursuant to the terms of applicable joint operating agreements.
(b) The Purchase Price shall be decreased adjusted downwards by the following:
(1) An amount equal to the amount of any proceeds derived from the sale of Production Hydrocarbons received by Seller attributable to the share of the Property being acquired hereunder Properties which are, in accordance with generally accepted accounting principles, attributable to the period on or of time after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerTime;
(2) an An amount equal to all unpaid ad valorem, property, production, profit, severance, severance and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of the share of the Property being acquired hereunder property or the production of oil, gas, or other minerals therefrom Hydrocarbons or the receipt of proceeds attributable theretotherefrom, which taxes or assessments become due and payable or accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principlesbut have not yet become due and payable) and which are attributable to the period Properties prior to the Effective DateTime, which amount shall, shall where possible be computed based upon the tax rate and values applicable to the extent not actuallytax period in question; otherwise, the amount of the adjustment under this paragraph shall be computed based upon such taxes assessed against the applicable portion of the Properties for the immediately preceding tax period just ended;
(3) any amounts received by Seller (whether prior to or subsequent An amount equal to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions sum of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;Downward Defect Adjustments provided for in Section 6.05(b); and
(4) any reduction An amount equal to the proceeds payable to Seller allocated to such Properties as herein provided in connection with the value exercise of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined preferential rights to purchase or similar rights as provided in Section 5(d6.05(a)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately- preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately-preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;; 100
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately-preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately- preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Cash portion of the Purchase Price shall be increased adjusted upward by the following:
(1i) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at as of the Effective Date, Date and not previously sold by Seller, Seller that is credited attributable to the share Interests, such value to be the market price in effect as of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, Effective Date less applicable taxes or and gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbonsadjustments;
(2ii) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller in connection with the operation of the Interests, in accordance with generally accepted accounting principles, to the extent not provided for in Section 2.2 (a)(iii), attributable to the period after the Effective DateDate including but not limited to: (a) all ad valorem, property, production, excise, severance and similar taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom and (b) all expenditures, rentals, royalties and other charges and expenses billed under applicable operating agreements, excluding overhead charges;
(3iii) an amount equal to all prepaid expenses, expenses attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder Interests that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period ( or any portion thereof) after the Effective Date, including without limitation prepaid utility charges and prepaid ad valorem, property, production, severance and similar taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; and
(iv) any other amount if agreed upon in writing by Seller and Buyer.
(b) The Cash portion of the Purchase Price shall be adjusted downward by the following:
(i) proceeds received by Seller attributable to the Interests that are, in accordance with generally accepted accounting principles, attributable to the period of time from and after the Effective Date, excluding proceeds attributable to oil in storage above the pipeline connection as of the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2ii) an amount equal to all unpaid ad valorem, property, production, profitexcise, severance, severance and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which Interests that are attributable to the any period or periods of time (or any portion thereof) prior to the Effective DateDate (collectively, "Taxes"), which amount amounts shall, to the extent not actually
actually assessed, be computed based on such tax rates and assessments for the preceding tax year (3such amount to be prorated for (1) any amounts received by Seller (whether prior to or subsequent to the period of Seller's and Buyer's ownership before and after the Effective Date) pursuant and (2) based upon Seller's and Buyer's post Closing ownership ("Tax Estimate"). For purposes of this section, Seller's pro rata portion of year 2001 ad valorem taxes shall be estimated to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Datebe Fifty Thousand Dollars ($50,000.00);
(4iii) any reduction in the value sum of the share of the Property being acquired hereunder resulting from the existence of a Defect $85,000 that will be used by Buyer for field repairs as determined by Buyer; and (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5iv) any other amount if agreed upon in writing by Purchaser Seller and SellerBuyer.
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased adjusted upward by the following:.
(1) the value The amount of all merchantable allowable oil direct costs and expenses (including, without limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance and other taxes based upon or other liquid hydrocarbons in storage owned measured by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share ownership of the Property being acquired hereunderor the production of hydrocarbons or the receipt of proceeds therefrom, valued at expenses charged or incurred under applicable operating agreements and, in the contract price theretoabsence of an operating agreement, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance expenses of the share of the Property being acquired hereundersort customarily charged under such operating agreements, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid or incurred by or on behalf of Seller after in connection with the ownership or operation of the Property from the Effective Time to the Closing Date;
(32) an An amount equal to all prepaid expenses, expenses attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;Time including, without limitation, all expenses under operating agreements and prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of the Property or the production of hydrocarbons or the receipt of proceeds therefrom; and
(43) any Any other amount agreed upon by Purchaser Seller and Seller.Buyer
(b) The Purchase Price shall be decreased adjusted downward by the following:
(1) Proceeds received by Seller prior to the amount of any proceeds from the sale of Production Closing Date attributable to the share of the Property being acquired hereunder and that are, in accordance with generally accepted accounting principles, attributable to the period on or after of time from the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerTime to the Closing Date;
(2) an An amount equal to all expenses under operating agreements and unpaid ad valorem, property, production, profit, severance, severance and similar taxes and assessments (but not income taxes) based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom hydrocarbons or the receipt of proceeds attributable thereto, which accrue therefrom accruing to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Time which have not been paid by Seller prior to the Closing Date, which with the amount shallof taxes being computed based upon such taxes assessed against the applicable portion of the Property for the preceding calendar year, or if such taxes are assessed on other than a calendar year basis, for the tax related year last ended. All outstanding and unpaid taxes applicable to the extent not actuallyownership of the Property shall be pro-rated between Seller and Buyer as of the Closing Date.
(3) An amount agreed to by Buyer and Seller as a result of any amounts received by Seller (whether prior to or subsequent titledefects to the Effective Date) pursuant Property according to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;Section 4.1; and
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any Any other amount agreed upon by Purchaser Seller and SellerBuyer.
Appears in 1 contract
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased adjusted upward by the following:
(1) the value of all merchantable allowable oil liquid Products produced from or other liquid hydrocarbons attributable to the Assets which are in storage owned by Seller in the tanks or above the pipeline connection at as of the Effective Date, Time and which have not previously been sold by SellerSeller prior to Closing, that is credited such value to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, be the actual price received by PurchaserSeller from the sale of such liquid Products less royalties, less taxes or overriding royalties, taxes, gravity adjustments and other amounts deducted by the purchaser of such oil or other liquid hydrocarbonsProducts;
(2) the amount of all reasonable expenditures made in connection with ad valorem, property, production, excise, severance and similar taxes based upon or measured by the ownership, operation, and maintenance ownership of the share Assets or the production of Products or the receipt of proceeds therefrom, expenditures and other charges (excluding delay rentals), including, without limitation, prepaid expenses and expenses billed under applicable operating agreements (and, in the absence of an operating agreement, expenses of the Property being acquired hereundersort customarily billed under such agreements), (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that arethat, in accordance with generally accepted accounting principles, are attributable solely to the period ownership or operation of the Assets from and after the Effective DateTime;
(3) without duplication of adjustments made in accordance with Section 2.2(a)(l) above, net proceeds received by Buyer from the sale of Products produced from or attributable to the Assets prior to the Effective Time and other proceeds received by Buyer relating to the ownership or operation of the Assets that, in accordance with generally accepted accounting principles, are attributable to periods prior to the Effective Time;
(4) the value of the under balanced volume of Products attributable to the Assets as of the Effective Time, such value to be $6.46 per mmbtu, being the average El Paso San Xxxx Basis index for the time period of January 2005 through May 2008, being the time period that Seller owned the Assets, times the agreed under balanced volume of 29,089 mmbtus, less applicable royalties and taxes; and
(5) overhead charges applicable to the operation of the Assets during the period from the Effective Time to the Closing Date shall be $70,000.00 per month, and prorated at the rate of $2,333 for each day of any other amount agreed upon by Purchaser and Sellerpartial months.
(b) The Purchase Price shall be decreased adjusted downward by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profitexcise, severance, severance and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder Assets or the production of oil, gas, or other minerals therefrom Products or the receipt of proceeds attributable theretotherefrom, which accrue to or are chargeable against such share expenditures and other charges (excluding delay rentals), including, without limitation, expenses billed under applicable operating agreements (and, in the absence of an operating agreement, expenses of the Property (sort customarily billed under such agreements), that are paid by or on behalf of Buyer and that, in accordance with generally accepted accounting principles) and which , are attributable to the period ownership or operation of the Assets prior to the Effective DateTime;
(2) net proceeds received by Seller from the sale of Products produced from or attributable to the Assets from and after the Effective Time and other proceeds received by Seller relating to the ownership or operation of the Assets that, in accordance with generally accepted accounting principles, are attributable to periods from and after the Effective Time;
(3) an amount equal to unpaid ad valorem, property and similar taxes based upon or measured by the ownership of the Assets that are attributable to periods of time prior to the Effective Time, which amount amounts shall, to the extent not actually
actually assessed, be computed based on such taxes for the preceding tax year (3) any amounts received by Seller (whether prior such amount to or subsequent to be prorated for the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions period of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to PurchaserSeller's share of Production delivered ownership before and Buyer's ownership after the Effective Date;Time); and
(4) any reduction an amount equal to the sum of all adjustments to the Purchase Price
(i) pursuant to Section 4.3 in the value respect of the share preferential purchase rights and consents;
(ii) pursuant to Section 5.2 in respect of the Property being acquired hereunder resulting from the existence of a Defect Title Defects (herein as defined in Section 5(d5.1(c));
(iii) which is not cured or waived pursuant to Section 6.2 in respect of Adverse Environmental Conditions (as defined in Section 6.1).
(c) At least three (3) Business Days prior to Closing;, Seller shall prepare and submit to Buyer a settlement statement (the “Preliminary Settlement Statement”) setting forth each adjustment to the Purchase Price pursuant to this Section 2.2, using for such adjustments the best information then reasonably available. Prior to Closing, Buyer may notify Seller of any objections to the Preliminary Settlement Statement; provided, however, that Buyer's failure to notify Seller of objections prior to Closing shall not be deemed a waiver thereof. The Parties shall use their reasonable efforts to agree on a final Preliminary Settlement Statement no later than one (l) day prior to Closing. The Purchase Price, adjusted as provided in the Preliminary Settlement Statement, is referred to herein as the “Preliminary Purchase Price.” If Buyer and Seller are unable to agree upon the final Preliminary Settlement Statement, then the Preliminary Purchase Price shall be as provided in a final Preliminary Settlement Statement acceptable to Seller, and such dispute shall be resolved in the course of the post-Closing adjustments pursuant to Section 9.1.
(5d) For purposes of calculating any other amount agreed upon by Purchaser and Seller.adjustment to the Purchase Price under this Section 2.2 as a result of Hydrocarbon imbalances, volumes of liquid Products shall be converted to equivalent cubic feet of gas using a conversion factor of 1 barrel of liquid Products to 6.0
Appears in 1 contract
Samples: Purchase and Sale Agreement (EV Energy Partners, LP)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actually
(3) any amounts received by Seller (whether prior to or subsequent to actually assessed, be computed based upon such taxes and assessments for the Effective Date) pursuant to "take-or-pay," advance paymentimmediately- preceding calendar year, or similar provisions of any production sales contractif such taxes or assessments are assessed on other than a calendar-year basis, any gas balancing agreement, or any other agreement, to for the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Datetax period last ended;
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date;
(3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;
(4) any other amount agreed upon by Purchaser and Seller.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller;
(2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Date, which amount shall, to the extent not actuallyactually assessed, be computed based upon such taxes and assessments for the immediately-preceding calendar year, or if such taxes or assessments are assessed on other than a calendar-year basis, for the tax period last ended;
(3) any amounts received by Seller (whether prior to or subsequent to the Effective Date) pursuant to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;other
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any other amount agreed upon by Purchaser and Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)
Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows:
(a) The Purchase Price shall be increased adjusted upward by the following:.
(1) the value The amount of all merchantable allowable oil direct costs and expenses (including, without limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance and other taxes based upon or other liquid hydrocarbons in storage owned measured by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share ownership of the Property being acquired hereunderor the production of hydrocarbons or the receipt of proceeds therefrom, valued at expenses charged or incurred under applicable operating agreements and, in the contract price theretoabsence of an operating agreement, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance expenses of the share of the Property being acquired hereundersort customarily charged under such operating agreements, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid or incurred by or on behalf of Seller after in connection with the ownership or operation of the Property from the Effective Time to the Closing Date;
(32) an An amount equal to all prepaid expenses, expenses attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date;Time including, without limitation, all expenses under operating agreements and prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of the Property or the production of hydrocarbons or the receipt of proceeds therefrom; and
(43) any Any other amount agreed upon by Purchaser Seller and Seller.Buyer
(b) The Purchase Price shall be decreased adjusted downward by the following:
(1) Proceeds received by Seller prior to the amount of any proceeds from the sale of Production Closing Date attributable to the share of the Property being acquired hereunder and that are, in accordance with generally accepted accounting principles, attributable to the period on or after of time from the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of SellerTime to the Closing Date;
(2) an An amount equal to all expenses under operating agreements and unpaid ad valorem, property, production, profit, severance, severance and similar taxes and assessments (but not income taxes) based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom hydrocarbons or the receipt of proceeds attributable thereto, which accrue therefrom accruing to or are chargeable against such share of the Property (in accordance with generally accepted accounting principles) and which are attributable to the period prior to the Effective Time which have not been paid by Seller prior to the Closing Date, which with the amount shallof taxes being computed based upon such taxes assessed against the applicable portion of the Property for the preceding calendar year, or if such taxes are assessed on other than a calendar year basis, for the tax related year last ended. All outstanding and unpaid taxes applicable to the extent not actuallyownership of the Property shall be pro-rated between Seller and Buyer as of the Closing Date.
(3) An amount agreed to by Buyer and Seller as a result of any amounts received by Seller (whether prior to or subsequent title defects to the Effective Date) pursuant Property according to "take-or-pay," advance payment, or similar provisions of any production sales contract, any gas balancing agreement, or any other agreement, to the extent any purchaser has the right to apply any such amounts to Purchaser's share of Production delivered after the Effective Date;Section 4.1; and
(4) any reduction in the value of the share of the Property being acquired hereunder resulting from the existence of a Defect (herein defined in Section 5(d)) which is not cured or waived prior to Closing;
(5) any Any other amount agreed upon by Purchaser Seller and SellerBuyer.
Appears in 1 contract
