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

Adjustments to the Purchase Price at Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication. (b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7; (ii) The aggregate amount of capital expenditures incurred by any Company Entity during May 2013 and June 2013, to the extent such amount exceeds $1,856,850; (iii) The aggregate amount of proceeds from the sale of Hydrocarbon Inventory received by any Company Entity (it being understood that Seller shall have the right to retain such proceeds if paid to Seller); (iv) The amount expended by Seller or any Company Entity on any capital or development project after the Effective Time (including any incremental interest expense) to the extent such capital or development project spending was specifically requested by Buyer; (v) [Intentionally omitted]; (vi) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets from and after the Effective Time that are paid by Seller, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (vii) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets prior to the Effective Time that are received by any Company Entity; (viii) The aggregate amount as of the Effective Time of all prepaid ad valorem, real and personal property and similar Taxes (“Property Taxes”) and any prepaid costs, bonds and deposits, including drilling costs, rentals and insurance premiums, insofar as such prepaid costs, insurance premiums, bonds and deposits relate to or benefit the ownership of the Assets for periods of time after the Effective Time; (ix) The amount of Texas franchise tax for which Buyer is responsible pursuant to Section 6.7(b)(i); (x) General and administrative expense reimbursement of $100,000 per month from the Effective Time to the Closing Date (prorated as appropriate); (xi) Any net amounts paid by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the Xxxxxx; and (xii) The aggregate purchase price paid by Seller in connection with all acquisitions, as approved by Buyer, made by Seller or any Company Entity to the extent that the assets acquired in such acquisitions become Assets hereunder. (c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7; (ii) The aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8; (iii) The aggregate amount of all Purchase Price reductions required pursuant to Section 6.4; (iv) [Intentionally omitted]; (v) The aggregate amount, if any, of Seller and Company Transaction Costs and Expenses paid by any Company Entity; (vi) [Intentionally omitted]; (vii) [Intentionally omitted]; (viii) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets prior to the Effective Time that are paid by any Company Entity, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (ix) The aggregate amount of all unpaid Property Taxes that are attributable to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Property Taxes for the preceding tax year (such amount to be prorated for the periods before and after the Effective Time on a per diem basis); (x) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets from and after the Effective Time that are received by Seller or its Affiliate (other than any Company Entity); (xi) One half of the fee charged by the Escrow Agent pursuant to the Escrow Agreement; and (xii) Any net amounts received by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the Xxxxxx. (d) The adjustments described in this Section 11.2 are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to the Purchase Price at Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication. (b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7; (ii) The aggregate amount of capital expenditures incurred by any the Company Entity during May 2013 and June 2013, to the extent such amount exceeds $1,856,850; (iii) The aggregate amount of proceeds from the sale of Hydrocarbon Inventory received by any the Company Entity (it being understood that Seller shall have the right to retain such proceeds if paid to Seller); (iv) The amount expended by Seller or any the Company Entity on any capital or development project after the Effective Time (including any incremental interest expense) to the extent such capital or development project spending was specifically requested by Buyer; (v) [Intentionally omitted]As of the Effective Time, the aggregate value of all cash-collateralized bonds and cash deposits included in the Company’s balance sheet as long-term assets (excluding amounts attributable to Excluded Assets); (vi) The If positive, the aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets from and after the Effective Time that are paid by Seller, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (vii) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets prior to the Effective Time that are received by any Company Entity; (viii) The aggregate amount Net Working Capital as of the Effective Time of all prepaid ad valorem, real and personal property and similar Taxes (“Property Taxes”) and any prepaid costs, bonds and deposits, including drilling costs, rentals and insurance premiums, insofar as such prepaid costs, insurance premiums, bonds and deposits relate to or benefit the ownership of the Assets for periods of time after the Effective Time; (ixvii) The If positive, the difference between the principal amount borrowed by the Company under the Company Credit Facility as of Texas franchise tax for which Buyer is responsible pursuant to Section 6.7(b)(i); (x) General the Closing and administrative expense reimbursement the principal amount borrowed by the Company under the Company Credit Facility as of $100,000 per month from the Effective Time to the Closing Date (prorated as appropriate); (xi) Any net amounts paid by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the XxxxxxTime; and (xiiviii) The aggregate purchase oil inventory as of the Effective Time, priced at a July 1, 2013 price paid by Seller in connection with all acquisitions, as approved by Buyer, made by Seller or any Company Entity to the extent that the assets acquired in such acquisitions become Assets hereunderof $85.94 per barrel. (c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7; (ii) The aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8; (iii) The aggregate amount of all Purchase Price reductions required pursuant to Section 6.4; (iv) [Intentionally omitted]; (v) The aggregate amount, if any, of Seller and Company Transaction Costs and Expenses paid by any Company Entitythe Company; (v) If the aggregate amount of Net Working Capital as of the Effective Time is negative, the absolute value of the aggregate amount of Net Working Capital as of the Effective Time; (vi) [Intentionally omitted]The amount of interest expense attributable to the Company Credit Facility from the Effective Time to the Closing Date; (vii) [Intentionally omitted]; (viii) The aggregate amount of production, severance, and similar Taxes, and as well as all other costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Excluded Assets prior to after the Effective Time that are to the extent borne or paid by any Company Entitythe Company, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (viii) Amounts paid to the Co-Invest Fund pursuant to the Co-Invest Fund NPI/ORRI Conveyances to the extent attributable to post-Effective Time activity; (ix) If the difference between the principal amount borrowed by the Company under the Company Credit Facility as of the Closing and the principal amount borrowed by the Company under the Company Credit Facility as of the Effective Time is negative, the absolute value of such difference; (x) Any change of control payments or employee retention awards paid by the Company after the Effective Time; and (xi) The aggregate amount of all unpaid Property Taxes that are attributable to periods of time prior to monthly general and administrative expenses incurred by the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Property Taxes for the preceding tax year (such amount to be prorated for the periods before and after Company from the Effective Time on a per diem basis); (x) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets from and after the Effective Time that are received by Seller or its Affiliate (other than any Company Entity); (xi) One half of the fee charged by the Escrow Agent pursuant to the Escrow Agreement; and Closing Date, less $50,000 per month (xii) Any net amounts received by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the Xxxxxxprorated as appropriate). (d) The adjustments described in this Section 11.2 are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to the Purchase Price at Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication.accordance (b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7; (ii) The aggregate amount of capital expenditures incurred by any the Company Entity during May 2013 and June 2013, to the extent such amount exceeds $1,856,850; ; (iii) The aggregate amount of proceeds from the sale of Hydrocarbon Inventory received by any the Company Entity (it being understood that Seller shall have the right to retain such proceeds if paid to Seller); ; (iv) The amount expended by Seller or any the Company Entity on any capital or development project after the Effective Time (including any incremental interest expense) to the extent such capital or development project spending was specifically requested by Buyer; ; (v) [Intentionally omitted]; (vi) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets from and after the Effective Time that are paid by Seller, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (vii) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets prior to the Effective Time that are received by any Company Entity; (viii) The aggregate amount as of the Effective Time of all prepaid ad valorem, real and personal property and similar Taxes (“Property Taxes”) and any prepaid costs, bonds and deposits, including drilling costs, rentals and insurance premiums, insofar as such prepaid costs, insurance premiums, bonds and deposits relate to or benefit the ownership of the Assets for periods of time after the Effective Time; (ix) The amount of Texas franchise tax Tax for which Buyer is responsible pursuant to Section 6.7(b)(i); ; (xvi) General and administrative expense reimbursement As of $100,000 per month from the Effective Time Time, the aggregate value of all cash-collateralized bonds and cash deposits included in the Company’s balance sheet as long-term assets (excluding amounts attributable to Excluded Assets); (vii) If positive, the Closing Date (prorated aggregate amount of Net Working Capital as appropriate); (xi) Any net amounts paid by or on behalf of Seller or its subsidiaries in respect of the settlement after Effective Time; and (viii) If positive, the Effective Date of any of difference between the Xxxxxx; and (xii) The aggregate purchase price paid principal amount borrowed by Seller in connection with all acquisitions, the Company under the Company Credit Facility as approved by Buyer, made by Seller or any Company Entity to the extent that the assets acquired in such acquisitions become Assets hereunder.of (c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7; ; (ii) The aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8; ; (iii) The aggregate amount of all Purchase Price reductions required pursuant to Section 6.4; ; (iv) [Intentionally omitted]; (v) The aggregate amount, if any, of Seller and Company Transaction Costs and Expenses paid by any Company Entity; the Company; (v) If the aggregate amount of Net Working Capital as of the Effective Time is negative, the absolute value of the aggregate amount of Net Working Capital as of the Effective Time; (vi) [Intentionally omitted]; (vii) [Intentionally omitted]; (viii) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or interest expense attributable to the ownership and/or operation of the Assets prior to Company Credit Facility from the Effective Time that are paid by any Company Entity, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (ix) The aggregate amount of all unpaid Property Taxes that are attributable to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Property Taxes for the preceding tax year (such amount to be prorated for the periods before and after the Effective Time on a per diem basis)Closing Date; (x) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets from and after the Effective Time that are received by Seller or its Affiliate (other than any Company Entity); (xi) One half of the fee charged by the Escrow Agent pursuant to the Escrow Agreement; and (xii) Any net amounts received by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the Xxxxxx. (d) The adjustments described in this Section 11.2 are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to the Purchase Price at Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication. (b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7; (ii) The aggregate amount of capital expenditures incurred by any the Company Entity during May 2013 and June 2013, to the extent such amount exceeds $1,856,850; (iii) The aggregate amount of proceeds from the sale of Hydrocarbon Inventory received by any the Company Entity (it being understood that Seller shall have the right to retain such proceeds if paid to Seller); (iv) The amount expended by Seller or any the Company Entity on any capital or development project after the Effective Time (including any incremental interest expense) to the extent such capital or development project spending was specifically requested by Buyer; (v) [Intentionally omitted]; (vi) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets from and after the Effective Time that are paid by Seller, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (vii) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets prior to the Effective Time that are received by any Company Entity; (viii) The aggregate amount as of the Effective Time of all prepaid ad valorem, real and personal property and similar Taxes (“Property Taxes”) and any prepaid costs, bonds and deposits, including drilling costs, rentals and insurance premiums, insofar as such prepaid costs, insurance premiums, bonds and deposits relate to or benefit the ownership of the Assets for periods of time after the Effective Time; (ix) The amount of Texas franchise tax Tax for which Buyer is responsible pursuant to Section 6.7(b)(i); (xvi) General and administrative expense reimbursement As of $100,000 per month from the Effective Time Time, the aggregate value of all cash-collateralized bonds and cash deposits included in the Company’s balance sheet as long-term assets (excluding amounts attributable to the Closing Date (prorated as appropriateExcluded Assets); (xivii) Any net amounts paid by or on behalf If positive, the aggregate amount of Seller or its subsidiaries in respect Net Working Capital as of the settlement after the Effective Date of any of the XxxxxxTime; and (xiiviii) The aggregate purchase price paid If positive, the difference between the principal amount borrowed by Seller in connection with all acquisitions, the Company under the Company Credit Facility as approved of the Closing and the principal amount borrowed by Buyer, made by Seller or any the Company Entity to under the extent that Company Credit Facility as of the assets acquired in such acquisitions become Assets hereunderEffective Time. (c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7; (ii) The aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8; (iii) The aggregate amount of all Purchase Price reductions required pursuant to Section 6.4; (iv) [Intentionally omitted]; (v) The aggregate amount, if any, of Seller and Company Transaction Costs and Expenses paid by any Company Entitythe Company; (v) If the aggregate amount of Net Working Capital as of the Effective Time is negative, the absolute value of the aggregate amount of Net Working Capital as of the Effective Time; (vi) [Intentionally omitted]The amount of interest expense attributable to the Company Credit Facility from the Effective Time to the Closing Date; (vii) [Intentionally omitted]; (viii) The aggregate amount of production, severance, and similar Taxes, and as well as all other costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Excluded Assets prior to after the Effective Time that are to the extent borne or paid by any Company Entitythe Company, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (ixviii) The aggregate If the difference between the principal amount borrowed by the Company under the Company Credit Facility as of all unpaid Property Taxes that are attributable to periods the Closing and the principal amount borrowed by the Company under the Company Credit Facility as of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Property Taxes for the preceding tax year (such amount to be prorated for the periods before and after the Effective Time on a per diem basis)is negative, the absolute value of such difference; (x) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets from and after the Effective Time that are received by Seller or its Affiliate (other than any Company Entity); (xiix) One half of the fee charged by the Escrow Agent pursuant to the Escrow Agreement; and (xiix) Any net amounts received The aggregate amount of all monthly general and administrative expenses incurred by or on behalf of Seller or its subsidiaries in respect of the settlement after Company from the Effective Date of any of Time to the XxxxxxClosing Date, less $35,000 per month (prorated as appropriate). (d) The adjustments described in this Section 11.2 are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to the Purchase Price at Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication. (b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7; (ii) The aggregate amount of capital expenditures incurred by any Company Entity during May 2013 and June 2013, to the extent such amount exceeds $1,856,8503,060,671; (iii) The aggregate amount of proceeds from the sale of Hydrocarbon Inventory received by any the Company Entity (it being understood that Seller shall have the right to retain such proceeds if paid to Seller); (iv) The amount expended by Seller or any the Company Entity on any capital or development project after the Effective Time (including any incremental interest expense) to the extent such capital or development project spending was specifically requested by Buyer; (v) [Intentionally omitted]; (vi) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets from and after the Effective Time that are paid by Seller, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (viivi) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets prior to the Effective Time that are received by any Company Entitythe Company; (viiivii) The aggregate amount as of the Effective Time of all prepaid ad valorem, real and personal property and similar Taxes (“Property Taxes”) and any prepaid costs, bonds and deposits, including drilling costs, rentals and insurance premiums, insofar as such prepaid costs, insurance premiums, bonds and deposits relate to or benefit the ownership of the Assets for periods of time after the Effective Time; (ixviii) The amount of Texas franchise tax for which Buyer is responsible pursuant to Section 6.7(b)(i); (xix) General and administrative expense reimbursement of $100,000 115,800 per month from the Effective Time to the Closing Date (prorated as appropriate);; and (xix) Any net amounts paid by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the Xxxxxx; and (xii) The aggregate purchase price paid by Seller in connection with all acquisitions, as approved by Buyer, made by Seller or any Company Entity to the extent that the assets acquired in such acquisitions become Assets hereunder. (c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7; (ii) The aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8; (iii) The aggregate amount of all Purchase Price reductions required pursuant to Section 6.4; (iv) [Intentionally omitted]In the event that the aggregate amount of capital expenditures made by any Company Entity during May 2013 and June 2013 is less than $3,060,671, the absolute value of the difference; (v) The aggregate amount, if any, of Seller and Company Transaction Costs and Expenses paid by any Company Entitythe Company; (vi) [Intentionally omitted]; (vii) [Intentionally omitted]; (viii) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets prior to the Effective Time that are paid by any Company Entitythe Company, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (ixvii) The aggregate amount of all unpaid Property Taxes that are attributable to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Property Taxes for the preceding tax year (such amount to be prorated for the periods before and after the Effective Time on a per diem basis); (xviii) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets from and after the Effective Time that are received by Seller or its Affiliate Affiliates (other than any Company Entitythe Company); (xiix) One half of the fee charged by the Escrow Agent pursuant to the Escrow Agreement; and (xiix) Any net amounts received by or on behalf of Seller or its subsidiaries in respect of the settlement after the Effective Date of any of the Xxxxxx. (d) The adjustments described in this Section 11.2 are hereinafter referred to as the “Purchase Price Adjustments.”

Adjustments to the Purchase Price at Closing. (a) All adjustments to the Purchase Price shall be made (i) according to the provisions set forth in this Agreement, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication. (b) At the Closing, the Purchase Price shall be increased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price increases required with respect to Interest Additions under Article 7; (ii) The aggregate amount of capital expenditures incurred by any the Company Entity during May 2013 and June 2013, to the extent such amount exceeds $1,856,850; (iii) The aggregate amount of proceeds from the sale of Hydrocarbon Inventory received by any the Company Entity (it being understood that Seller shall have the right to retain such proceeds if paid to Seller); (iv) The amount expended by Seller or any the Company Entity on any capital or development project after the Effective Time (including any incremental interest expense) to the extent such capital or development project spending was specifically requested by Buyer; (v) [Intentionally omitted]; (vi) The aggregate amount of production, severance, and similar Taxes, and all costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Assets from and after the Effective Time that are paid by Seller, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (vii) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets prior to the Effective Time that are received by any Company Entity; (viii) The aggregate amount as of the Effective Time of all prepaid ad valorem, real and personal property and similar Taxes (“Property Taxes”) and any prepaid costs, bonds and deposits, including drilling costs, rentals and insurance premiums, insofar as such prepaid costs, insurance premiums, bonds and deposits relate to or benefit the ownership of the Assets for periods of time after the Effective Time; (ix) The amount of Texas franchise tax Tax for which Buyer Xxxxx is responsible pursuant to Section 6.7(b)(i); (xvi) General and administrative expense reimbursement As of $100,000 per month from the Effective Time Time, the aggregate value of all cash-collateralized bonds and cash deposits included in the Company’s balance sheet as long-term assets (excluding amounts attributable to the Closing Date (prorated as appropriateExcluded Assets); (xivii) Any net amounts paid by or on behalf If positive, the aggregate amount of Seller or its subsidiaries in respect Net Working Capital as of the settlement after the Effective Date of any of the XxxxxxTime; and (xiiviii) The aggregate purchase price paid If positive, the difference between the principal amount borrowed by Seller in connection with all acquisitions, the Company under the Company Credit Facility as approved of the Closing and the principal amount borrowed by Buyer, made by Seller or any the Company Entity to under the extent that Company Credit Facility as of the assets acquired in such acquisitions become Assets hereunderEffective Time. (c) At the Closing, the Purchase Price shall be decreased by the following amounts, without duplication: (i) The aggregate amount of all Purchase Price reductions required with respect to Title Defects pursuant to Article 7; (ii) The aggregate amount of all Purchase Price reductions required with respect to Environmental Defects pursuant to Article 8; (iii) The aggregate amount of all Purchase Price reductions required pursuant to Section 6.4; (iv) [Intentionally omitted]; (v) The aggregate amount, if any, of Seller and Company Transaction Costs and Expenses paid by any Company Entitythe Company; (v) If the aggregate amount of Net Working Capital as of the Effective Time is negative, the absolute value of the aggregate amount of Net Working Capital as of the Effective Time; (vi) [Intentionally omitted]The amount of interest expense attributable to the Company Credit Facility from the Effective Time to the Closing Date; (vii) [Intentionally omitted]; (viii) The aggregate amount of production, severance, and similar Taxes, and as well as all other costs and expenses, that are incurred in or attributable to the ownership and/or operation of the Excluded Assets prior to after the Effective Time that are to the extent borne or paid by any Company Entitythe Company, including operating expenses, drilling costs, capital expenditures, and third-party overhead charges under applicable operating or other agreements; (ixviii) The aggregate If the difference between the principal amount borrowed by the Company under the Company Credit Facility as of all unpaid Property Taxes that are attributable to periods the Closing and the principal amount borrowed by the Company under the Company Credit Facility as of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Property Taxes for the preceding tax year (such amount to be prorated for the periods before and after the Effective Time on a per diem basis)is negative, the absolute value of such difference; (x) The aggregate amount of proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership and/or operation of the Assets from and after the Effective Time that are received by Seller or its Affiliate (other than any Company Entity); (xiix) One half of the fee charged by the Escrow Agent pursuant to the Escrow Agreement; and (xiix) Any net amounts received The aggregate amount of all monthly general and administrative expenses incurred by or on behalf of Seller or its subsidiaries in respect of the settlement after Company from the Effective Date of any of Time to the XxxxxxClosing Date, less $35,000 per month (prorated as appropriate). (d) The adjustments described in this Section 11.2 are hereinafter referred to as the “Purchase Price Adjustments.”