Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows:
Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows:
(a) Upward Adjustments - The Base Purchase Price shall be adjusted upward for the following, without duplication:
(i) all production expenses, operating expenses, and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets, including, but not limited to, lease option or extension payments, attributable to the periods from and after the Effective Time (including, without limitation, royalties and taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges);
(ii) all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time (net of royalties, overriding royalties and other burdens on Seller’s share of production not otherwise accounted for hereunder);
(iii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2;
(iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such underbalanced Assumed Imbalances in accordance with the provisions of Section 13.4;
(v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1;
(vi) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5;
(vii) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time;
(viii) gross overhead charges of $156,000.00/month for the operation of the Assets attributable to the periods from and after the Effective Time; and
(ix) any other upward adjustments to the Base Purchase Price specified in this Agreement.
Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted by an amount (which could be a positive or negative number) equal to the Seller’s Credits minus the Buyer’s Credits (such amount being referred to herein as the “Adjustment Amount”). For purposes of clarity, a positive Adjustment Amount will increase the Base Purchase Price and a negative Adjustment Amount will decrease the Base Purchase Price.
Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted by an amount (which could be a positive or negative number) equal to the Sellers’ Credits minus the Buyer’s Credits (such amount being referred to herein as the “Adjustment Amount”). For purposes of clarity, a positive Adjustment Amount will increase the Base Purchase Price and a negative Adjustment Amount will decrease the Base Purchase Price. It is acknowledged that because of the negligible Allocated Value for Xxxxx or Leases, any adjustments pursuant to Exhibit A will be similarly negligible. An “adjustment” of any kind or nature that is equal to or is less than $100 is hereby waived by all Parties hereto.
Adjustments to the Base Purchase Price. (a) The Base Purchase Price shall be:
(i) increased, dollar for dollar, by an amount equal to any Original Company Acquisition Agreement Post Closing Adjustment payable by Parent to SCANA Corporation;
(ii) decreased, dollar for dollar, by an amount equal to any Original Company Acquisition Agreement Post Closing Adjustment payable by SCANA Corporation to Parent;
(iii) increased, dollar for dollar, by an amount equal to the total amount by which the Working Capital of the Company on March 31, 2015 is greater than the Working Capital of the Company on January 31, 2015; and
(iv) decreased, dollar for dollar, by an amount equal to the total amount by which the Working Capital of the Company on March 31, 2015 is less than the Working Capital of the Company on January 31, 2015.
(b) As promptly as practical following the determination of the Original Company Acquisition Agreement Post Closing Adjustment and the preparation of the Company’s balance sheet as of March 31, 2015, and in any event prior to the first interest payment date under the Promissory Note (using reasonable good faith estimates if necessary), Buyer and Seller shall jointly prepare a mutually agreeable statement setting forth the calculation of the actual adjustment amounts in Section 2.3(a) above as of the Closing (the “Closing Adjustment Schedule”). The amount reflected on the Closing Adjustment Schedule shall be the “Closing Adjustment Amount,” which shall be conclusive for all purposes of this Agreement.
(c) If, after taking into account the Closing Adjustment Amount, (i) the Purchase Price is greater than the Base Purchase Price, the principal amount of the Promissory Note shall be automatically increased by an amount equal to the Closing Adjustment Amount, or (ii) the Purchase Price is less than the Base Purchase Price, the principal amount of the Promissory Note shall be automatically decreased by an amount equal to the Closing Adjustment Amount. The Buyer and Seller agree to promptly execute any amendment to the Promissory Note or similar documentation reasonably requested by a Party in order to further evidence any such changes.
Adjustments to the Base Purchase Price. On the Interim Settlement Date, the Holdback Amount will be adjusted as follows (as so adjusted, the “Interim Settlement Date Payment”):
Adjustments to the Base Purchase Price. The Base Purchase Price shall be subject to adjustment as follows (the “Purchase Price Adjustment”):
(a) The Base Purchase Price shall be increased by the amount (if any) by which the Working Capital Amount exceeds the Working Capital Target; and
(b) The Base Purchase Price shall be decreased by the amount (if any) by which the Working Capital Amount is less than the Working Capital Target.
Adjustments to the Base Purchase Price. (A) The Base Purchase Price shall be increased by:
(1) the amount, if any, by which the Closing Date Working Capital exceeds zero;
(2) the Interim Capital Costs; and
(3) the amount, if any, by which zero exceeds the Adjusted Interim EBITDA.
(B) The Base Purchase Price shall be decreased by:
(1) the amount, if any, by which the Adjusted Interim EBITDA exceeds zero;
(2) the amount, if any, by which zero exceeds the Closing Date Working Capital;
(3) $2,160,000, in compensation for the loss in value of the Winchester Xxxxxx prior to June 29, 2006;
(4) the amount of any Extraordinary Payments payable by the Company or any Subsidiary and not otherwise satisfied by PFC prior to Closing;
(5) the amount of any Transaction Costs payable by the Company or any Subsidiary and not otherwise satisfied by PFC prior to Closing;
(6) the actual aggregate Imbalances, if any, owed by the Company or any Subsidiary to third parties, as of the Valuation Date, as set forth on Company Schedule 4.17(B), multiplied by a price of $6.9843 per MMBtu; and
(7) if the Put Election Notice is delivered to PFC in accordance with Section 7.23, the aggregate amount of the Allocated Values for the Put Properties.
(C) At least 5 Business Days prior to the Closing Date, GP shall deliver to Buyer wire transfer instructions for the payment to GP on behalf of the Company Partners, at Closing, of the Closing Payment pursuant to this Agreement. The Adjusted Purchase Price (whether payable at Closing or thereafter) will be paid by wire transfer of immediately available funds. GP shall be responsible for paying from such account all amounts payable to Holdco as the other Company Partner pursuant to the Merger and this Agreement.
(D) The amount of Base Purchase Price adjustments for Closing Date Working Capital, Interim Capital Costs, Adjusted Interim EBITDA, Extraordinary Payments and Transaction Costs shall be determined in accordance with this Agreement and the Accounting Principles. By way of example only, (1) attached hereto as Schedule 1.4(D)(1) is a statement of Net Working Capital determined in accordance with the foregoing as of 5:00 p.m., Dallas, Texas time on the Valuation Date, and (2) attached hereto as Schedule 1.4(D)(2) is the calculation of Adjusted Interim EBITDA determined in accordance with the foregoing as if the relevant period were the six months ended June 30, 2006.
Adjustments to the Base Purchase Price. The Base Purchase Price shall be increased or decreased, as the case may be, by the amount by which the Working Capital Amount as of the Closing Date is greater than or less than, as the case may be, -$19,637.50 (the "Base Working Capital Amount"). For purposes of this Agreement, the term "Working Capital Amount" shall mean, as of the Closing Date, (x) the sum of the Company's fixed assets (net of depreciation) sold hereby and Inventory, minus (y) customer deposits and warranties accrued.
Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted at the Closing and following the Closing, if necessary, as follows:
