Common use of Adjustments to the Base Purchase Price Clause in Contracts

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 as follows:, determined on an accrual basis in conjunction with Section 8.10 and otherwise in accordance with GAAP and XXXXX, as applicable (and the resulting amount shall be herein called the “Purchase Price”). (a) Upward Adjustments - The Base Purchase Price shall be adjusted upward for by the following, following amounts (without duplication:): (i) an amount equal to all production expenses, operating expenses, Property Costs and capital expenditures other costs and expenses paid (whether prepaid or incurred otherwise) by Seller that are incurred in connection with the ownership and operation respect of the Assets, including, but not limited to, lease option or extension payments, attributable to the periods from Purchased Assets with respect to the period of time on and after the Effective Time (including, without limitation, royalties and taxes attributable to Hydrocarbons produced and saved from and whether paid before or after the Effective Time), including (A) burdens, (B) options payments with respect to any Leases, renewal payments, rentals and preother lease maintenance payments and (C) costs of acquiring necessary right-paid charges)of-way, easements or other similar surface of subsurface interests; (ii) the amount of all Asset Taxes allocated to Buyer in accordance with Section 8.1(b) but paid or economically borne by Seller as of the Closing Date; and (iii) any other amount expressly provided for elsewhere in this Agreement or otherwise agreed in writing by Xxxxxx and Xxxxx. (b) The Base Purchase Price shall be adjusted downward by the following amounts (without duplication): (i) an amount equal to all proceeds received by Seller attributable to the sale Purchased Assets with respect to the period 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 time on or after the Effective Time (calculated pursuant to Section 8.10), net of royalties, overriding royalties expenses (other than Property Costs) incurred by Seller in earning or receiving such proceeds and other burdens on Seller’s share any fees payable or incurred in connection therewith not reimbursed to Seller by a third party purchaser; (ii) the amount of production not otherwise accounted for hereunder)all Asset Taxes allocated to Seller in accordance with Section 8.1(b) but paid or economically borne by Buyer as of the Closing Date; (iii) all positive adjustmentsSuspense Funds that are held in suspense by Seller as of the Closing Date, if any; andto the extent actually paid by Xxxxx, regarding Additional Interestsan amount equal to all post-petition, as provided pre- Closing: (A) obligations owed or owing to Specialty Trailer Leasing Inc. in Section 7.2connection with the assumption and assignment of those certain Specialty Trailer Leasing Inc. trailer leases, and (B) all Royalty obligations owed or owing in respect of the Assigned Leases other than the ONRR Cure; (iv) to the extent the Assumed Imbalances reflect an underbalanced (any other amount expressly provided for elsewhere in this Agreement 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 otherwise agreed in accordance with the provisions of Section 13.4;writing by Xxxxxx and Xxxxx.; and (v) all adjustments for oil to the extent actually paid by Xxxxx, an amount equal to any Cure Costs owed or owing to Black Hills 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 connection with the Assets assumption and transfer and assignment of the Black Hills TSA 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 AgreementClosing Date.

Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows: (aA) Upward Adjustments - The Base Purchase Price shall be adjusted upward for by the following, without duplication:following ("Sellers' Credits"): (i1) the amount of all production expenses, operating expenses, prepaid expenditures reasonably incurred 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 Sellers (including, without limitation, royalties royalties, overriding royalties, other payment out of production burdening the Leases, rentals and taxes attributable to Hydrocarbons produced and saved from and after the Effective Timeother charges, ad valorem, property, production, excise, severance, sales or use, and pre-paid charges); (iiany other taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom) all proceeds which are 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 Leases after the Effective Time; (viii2) gross overhead charges an amount equal to the Increased Value determined and permitted in accordance with Section 6.2 for an higher Net Revenue Interest, lesser Working Interest, or proportionately higher Working Interest and Net Revenue Interest in the same property to which any Seller owns Defensible Title, notice of $156,000.00/month for which has been given by such Seller to Purchaser on or before the operation Final Defect Notice Date (an "Increased Interest"). To be effective, such notice of Increased Interest shall be in writing and shall include (i) a description of the Assets Increased Interest, (ii) the basis for which such Seller believes the ownership interest in such property has increased, and (iii) the Seller's proposed adjustment to the Base Purchase Price to account for such Increased Interest; (3) an amount equal to (i) the Positive Imbalances multiplied by (ii) $ 3.00 per Mcf; (4) the value of (i) all merchantable oil or condensate in stock tanks and/or line fill located on the Lands as of the Effective Time that is attributable to the periods from Assets, such value to be based upon the price paid by the purchaser to Sellers for same, if applicable, or, if not, at the price in effect for each field as of the Effective Time, less severance, sales, or other similar taxes and after transportation fees deducted by the purchaser of such oil or condensate, such oil to be measured based upon the gauge reports of the stock tanks located on the Lands at the Effective Time by the operators of the Xxxxx and (ii) the market value as of the date hereof of all Sellers' inventory of natural gas and gas plant products attributable to the Lands on the Effective Time; and (ix5) any other upward adjustments amount agreed upon by Sellers and Purchaser. (B) The Base Purchase Price shall be adjusted downward by the following ("Purchaser's Credits"): (1) the aggregate of all Defect Adjustment Amounts, calculated in accordance with Article VI; (2) an amount equal to (i) the Negative Imbalances multiplied by (ii) $3.00 per Mcf; and (3) any other amount agreed upon by Sellers and Purchaser. (C) No later than three (3) days prior to Closing, Sellers shall furnish Purchaser with an estimated accounting (the "Preliminary Settlement Statement") showing the estimated amount of Sellers' Credits and the estimated amount of Purchaser's Credits, subject to being finally adjusted within one hundred twenty (120) days after the Closing as hereinafter provided. An estimated credit due Sellers shall increase the Base Purchase Price specified by that amount and an estimated credit due Purchaser shall reduce the Base Purchase Price by that amount. Within ninety (90) days after Closing, Sellers shall provide to Purchaser, for Purchaser's concurrence, an accounting (the "Final Settlement Statement") of the actual amounts of Sellers' Credits and Purchaser's Credits for the adjustments set out in this AgreementSection 3.3. Purchaser shall have the right for thirty (30) days after receipt of the Final Settlement Statement to audit and take exception to such adjustments. If Purchaser and Sellers are unable to agree upon the amount of such post-Closing adjustments within twenty (20) business days after the end of such 30 day period, the accounting firm of KPMG LLP shall conduct an audit of the Final Settlement Statement and determine the post-Closing adjustment amount. The decision of such independent accounting firm shall be binding upon Sellers and Purchaser and the fees and expenses of such independent accounting firm shall be borne one-half by Sellers and one-half by Purchaser. The date upon which such agreement is reached shall be herein called the "Final Settlement Date". Within five (5) business days after the Final Settlement Date, those credits agreed upon by Purchaser and Sellers (or determined by KPMG LLP) shall be netted and the final settlement amount shall be paid in cash by the Party owing same, via wire transfer as directed in writing by the receiving Party (the "Final Settlement").

Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows: (a) Upward Adjustments - The Base At Closing, the Cash Purchase Price to be paid by the Buyer Parties at Closing shall be adjusted upward for the following, without duplicationbe: (i) all production expenseswithout duplication, operating expensesreduced by the sum of (A) the amount, and capital expenditures paid or incurred by Seller in connection with the ownership and operation if any, of Indebtedness of the AssetsCompany described in clause (i) of the definition of Indebtedness and outstanding as of Closing, including(B) the amount of any Transaction Expenses outstanding as of Closing, but (C) the amount of Suspended Funds that are not limited to, lease option or extension payments, held by the Company and that are attributable to the periods from and after period prior to the Effective Time Date, (includingD) the aggregate amount, without limitationif any, royalties of adjustments for Property Costs under Article XII hereof which result in a credit to Buyer and taxes attributable (E) an amount equal to Hydrocarbons produced and saved from and after the Effective TimeDeposit, and pre-paid charges);plus any interest thereon, which the Bank will deliver to Seller in accordance with Joint Instructions delivered to the Bank immediately prior to Closing; and (ii) all proceeds attributable to increased by 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 adjustmentsaggregate amount, if any, regarding Additional Interests, as provided of adjustments for Property Costs under Article XII hereof which result in Section 7.2;a credit to Seller. (ivb) The amount resulting after making the reductions and increases outlined above shall be referred to as the extent “Adjusted Cash Purchase Price”. The Adjusted Cash Purchase Price shall be further adjusted after 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 Closing in accordance with the provisions Article XII to update adjustments for Property Costs under Article XII that were estimated for purposes of Section 13.4;Closing. (vc) all adjustments for oil in storage above At Closing, the pipeline connection, as provided in Section 13.1; number of Parent Shares to be issued to Seller shall be reduced by (vii) adjustments for over-the Indemnity Escrowed Shares to be 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 Escrow Agent at Closing, and after (ii) the Effective Time; and number of shares of Parent Common Stock calculated by dividing the sum of (ixA) the Defect Amounts, if any, and (B) the Allocated Value of any other upward adjustments Property excluded pursuant to Section 7.1, if any, in each case, for which an adjustment to the Base Purchase Price specified in this Agreementnumber of Parent Shares should be made pursuant to Article VII or Article VIII hereof by the Adjustment Per Share Price. Any fractional shares resulting from such calculation shall be rounded up to the nearest whole share. The number of Parent Shares resulting after making the reductions outlined above shall be referred to as the “Adjusted Parent Shares”.

Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows: (a) Upward Adjustments - The Base At Closing, the Cash Purchase Price to be paid by the Buyer Parties at Closing shall be adjusted upward for the following, without duplicationbe: (i) all production expenseswithout duplication, operating expensesreduced by the sum of (A) the amount, and capital expenditures paid or incurred by Seller in connection with the ownership and operation if any, of Indebtedness of the AssetsCompany described in clause (i) of the definition of Indebtedness and outstanding as of Closing, including(B) the amount of any Transaction Expenses outstanding as of Closing, but (C) the amount of Suspended Funds that are not limited to, lease option or extension payments, held by the Company and that are attributable to the periods from and after period prior to the Effective Time Date, (includingD) the aggregate amount, without limitationif any, royalties of adjustments for Property Costs under Article XII hereof which result in a credit to Buyer and taxes attributable (E) an amount equal to Hydrocarbons produced and saved from and after the Effective TimeDeposit, and pre-paid charges)plus any interest thereon, which the Bank will deliver to Seller in accordance with Joint Instructions delivered to the Bank immediately prior to Closing; (ii) all proceeds attributable increased by the aggregate amount, if any, of adjustments for Property Costs under Article XII hereof which result in a credit 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);; and (iii) all positive adjustmentsin the event the Requisite Stockholder Approval is not obtained prior to March 1, 2017, increased by an amount equal to the greater of (A) the product of the number of Reduced Shares multiplied by the Adjustment Per Share Price or (B) the product of the number of Reduced Shares multiplied by the arithmetic average of the daily VWAP of a share of Parent Common Stock for the ten (10) consecutive trading days immediately prior to Closing. (b) The amount resulting after making the reductions and increases outlined above shall be referred to as the “Adjusted Cash Purchase Price”. The Adjusted Cash Purchase Price shall be further adjusted after the Closing in accordance with Article XII to update adjustments for Property Costs under Article XII that were estimated for purposes of Closing. (c) At Closing, the number of Parent Shares to be issued to Seller shall be reduced by (i) the Indemnity Escrowed Shares to be delivered to the Escrow Agent at Closing, (ii) the number of shares of Parent Common Stock calculated by dividing the sum of (A) the Defect Amounts, if any, regarding Additional Interestsand (B) the Allocated Value of any Property excluded pursuant to Section 7.1, as provided if any, in Section 7.2; (iv) each case, for which an adjustment to the extent number of Parent Shares should be made pursuant to Article VII or Article VIII hereof by the Assumed Imbalances reflect an underbalanced Adjustment Per Share Price and (or under-produced or under-received balanceiii) position of Seller as of in the Effective Time regarding event the AssetsRequisite Stockholder Approval is not obtained prior to March 1, all adjustments regarding 2017, the Reduced Shares, if any. Any fractional shares resulting from 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 calculation shall be rounded up to the periods from and nearest whole share. The number of Parent Shares resulting after making the Effective Time; and (ix) any other upward adjustments reductions outlined above shall be referred to as the Base Purchase Price specified in this Agreement“Adjusted Parent Shares”.

Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows:follows (as so adjusted, the “Purchase Price”). (aA) Upward Adjustments - The Base Purchase Price shall be adjusted upward for the following, (without duplication) by: (i) an amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of lessors’ royalties, overriding royalties, production payments, net profits interests, carried working interests and other similar burdens payable to third parties which burden the Assets (collectively, “Royalties”) and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 3.1(B)(ii)); (ii) an amount equal to the value of all production expensesInventory Hydrocarbons, such value to be based upon the contract price governing Hydrocarbon sales from the applicable Asset in effect as of the Effective Time (or the market value if there is no price in effect as of the Effective Time), net of Royalties and severance taxes (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 3.1(B)(ii)); (iii) without duplication of any adjustment pursuant to Section 3.1(B)(i), an amount equal to all operating expenses, and capital costs, expenses and other expenditures (whether capitalized or expensed), actually paid or incurred by Seller Seller, in connection compliance with this Agreement, that are, in accordance with generally accepted accounting principles in the ownership and operation of the AssetsUnited States, including, but not limited to, lease option or extension paymentsconsistently applied (“GAAP”), attributable to the periods ownership or operation of the Assets after the Effective Time, including, without duplication, all Royalties, rentals and other burdens on production, transportation and other fees and expenses relating to the transportation, processing and marketing of Hydrocarbons produced after the Effective Time; rentals and other similar charges; expenses under applicable joint operating agreements or other contracts or agreements, including without limitation, drilling, completion, reworking, deepening, sidetracking, and plugging and abandonment costs; and ad valorem, property, production, excise, severance, and any other taxes (except income or franchise taxes) based upon or measured by the ownership of the Assets or the production of Hydrocarbons therefrom after the Effective Time; (iv) a fixed monthly rate, prorated if necessary, of $150,000 as compensation for overhead, operation and maintenance expenses (excluding workover costs, plugging and abandoning costs, and major costs) from and after the Effective Time (includingto the Closing Date; provided, without limitationhowever, royalties and taxes attributable that Seller shall be entitled to Hydrocarbons produced and saved retain amounts paid to Seller by third parties expressly designated as overhead charges pursuant to the joint operating agreement governing the applicable Asset from and after the Effective Time to the Closing Date; (v) to the extent the Assets are, in the aggregate, underproduced, the value of such net Imbalance, calculated as provided in Section 3.4; (vi) adjustments with respect to Title Benefits, pursuant to Section 5.4; and (vii) any other amount agreed upon in writing by Seller and Buyer. (B) The Base Purchase Price shall be adjusted downward (without duplication) by: (i) an amount equal to the proceeds actually received by Seller from the sale of Hydrocarbons produced from or attributable to the Assets after the Effective Time, net of Royalties and pre-severance taxes paid chargesby Seller (without duplication of any amounts included in the adjustment to the Base Purchase Price pursuant to Section 3.1(A)(iii)); (ii) an amount equal to all proceeds operating and capital costs, expenses and other expenditures (whether capitalized or expensed), actually paid by Buyer that are, in accordance with GAAP, attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, ownership and or operation of the Assets prior to the Effective Time (net of royaltiesTime, overriding royalties including, without duplication, all Royalties, rentals and other burdens on Seller’s share production, transportation and other fees and expenses relating to the transportation, processing and marketing of Hydrocarbons produced prior to the Effective Time; rentals and other similar charges; expenses under applicable joint operating agreements or other contracts or agreements, including without limitation, drilling, completion, reworking, deepening, sidetracking, and plugging and abandonment costs; and, without duplication of any adjustment pursuant to Section 3.1(A)(i), ad valorem, property, production, excise, severance, and any other taxes (except income or franchise taxes) based upon or measured by the ownership of the Assets or the production not otherwise accounted for hereunder)of Hydrocarbons therefrom prior to the Effective Time; (iii) all positive adjustments, if any, regarding Additional Interests, amounts related to Preferential Rights as provided in determined pursuant to Section 7.29.2; (iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position Assets are, in the aggregate, overproduced, the value of Seller such net Imbalance, calculated as of the Effective Time regarding the Assets, all adjustments regarding such underbalanced Assumed Imbalances provided in accordance with the provisions of Section 13.43.4; (v) all adjustments the amount of any adjustment for oil in storage above the pipeline connectionTitle Defects and Adverse Environmental Conditions, determined as provided in Section 13.1Article 5 and Article 6, respectively; (vi) adjustments Seller’s share of the amount of all ad valorem, severance, property or other taxes (other than income and sales or use taxes) paid or payable with respect to or attributable to the Assets (“Asset Taxes”) for over-delivered Pipeline Imbalances the tax period in which the Effective Time occurs (volumes owed the “Current Tax Period”) which are unpaid as of the Closing Date, to Seller) as provided the extent attributable to periods prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax assessment period in Section 13.5;question; otherwise, the amount of the adjustment under this paragraph shall be estimated based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax assessment period just ended; and (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 amount agreed upon in this Agreementwriting by Seller and Buyer.

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 normal and customary (A) production expenses, (B) operating expenses, (C) operated and non-operated overhead charges which are chargeable to the joint account pursuant to the terms of the applicable joint operating agreement listed on Schedule 5.20 (or, with respect to those Seller-operated Assets that are not burdened by an existing joint operating agreement, such overhead charge shall be deemed to be equal to $11,000.00 per month for each operated well that is being drilled and $1,100.00 per month for each operated well that is producing), and (D) capital expenditures expenditures, which in each case are paid (or incurred pre-paid) (or, with respect to such operated overhead charges, incurred) by Seller in connection with the ownership and operation of the Assets, including, but not limited to, lease option or extension payments, Assets and attributable to the periods from and after the Effective Time (including, without limitation, royalties and taxes production, severance and excise Taxes, capital expenses and other costs Seller paid that are attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid chargescharges paid by Seller that relate to the ownership and operation of the Assets and attributable to the periods from and after the Effective Time); (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 Time, provided, however, that there shall not be any upward adjustment to the Base Purchase Price for any proceeds or income Buyer receives that are attributable to the ownership or sale of the Hydrocarbons described in subclause (net ii) of royalties, overriding royalties and other burdens on Seller’s share of production not otherwise accounted for hereunder)Section 2.4; (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; (viiiv) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective TimeTime which are described on Schedule 3.3(a)(iv); (viiiv) gross overhead charges of $156,000.00/month for the operation of the Assets Taxes (other than Income Taxes) attributable to ownership on or after the periods from Effective Time that are paid or to be paid by Seller; (vi) all delay rentals or expenditures that are described on Schedule 3.3(a)(vi), or are approved in writing by Buyer and are paid by Seller before or after the Effective Time for options to extend and renew Leases after the Effective Time; and (ixvii) any other upward adjustments to the Base Purchase Price specified in this Agreement.