Common use of Allocation of Expense and Revenues Clause in Contracts

Allocation of Expense and Revenues. (a) Appropriate adjustments shall be made to the Purchase Price between Buyer and Seller so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to the foregoing, Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, Buyer will be paid (i) the Seller Additional Asset Taxes, and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Statement under Section 12.02.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and Buyer shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether a Seller or an affiliate Affiliate of a Seller serves as operator prior to the Closing), and (ii) Seller Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and Sellers shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to but without duplication of the foregoing, Seller Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid Asset Taxes and any prepaid costs, including rentals and insurance premiumspremiums attributable to the Assets, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective TimeTime (as determined in the case of Asset Taxes pursuant to Section 9.03), and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to but without duplication of the foregoing, Buyer will be paid (i) an amount equal to all unpaid Asset Taxes that are attributable to periods of time prior to the Seller Additional Effective Time (as determined pursuant to Section 9.03), which amounts shall, to the extent not actually assessed, be computed based on such Asset TaxesTaxes for the preceding taxable period (such amount to be determined pursuant to Section 9.03 for the period of Sellers’ and Buyer’s ownership before, at and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) In addition to the foregoing, appropriate adjustments shall be made between Buyer and Sellers so that any production or pipeline imbalances attributable to the Assets, if any, with respect to periods prior to the Effective Time are borne solely by Sellers and any such imbalances, if any, with respect to periods on and after the Effective Time are borne solely by Buyer. (e) All Tax credits (including Tax credits for horizontal xxxxx) applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such credits shall be given at such time as taken by Buyer and granted by the taxing authorities. All Tax rebates and refunds applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such rebates or refunds are actually received by Buyer. (f) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid settled initially at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.02; provided, however, to the extent Buyer takes a Tax credit or receives a Tax refund or rebate to which Sellers are entitled pursuant to Section 12.01(e) after the Final Accounting Statement is settled, Buyer shall promptly make a payment to Sellers in the amount of such Tax credit, refund or rebate.

Allocation of Expense and Revenues. (a) Appropriate adjustments shall be made to Provided that the Purchase Price between Buyer and Seller so that Closing occurs, (i) Buyer Purchaser will receive be entitled to all 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 ownership, use or operation of the Assets from and after the Effective Time, net of and will be responsible for all applicable production, severance and similar Taxes and all costs and expenses (other than Taxes) that are incurred in connection with the ownership or operation of the Assets from and after the Effective TimeTime (excluding (y) any costs or expenses related to, arising out of or in connection with any items for which shall be borne by BuyerSeller has agreed to provide Purchaser an indemnity, and (z) any costs or expenses related to, arising out of or in connection with any Title Defects or Environmental Defects that Seller has cured), including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating agreements or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), similar agreements; and (ii) Seller will receive be entitled to all proceeds from sales of Hydrocarbons that are produced produced, saved and saved sold prior to the Effective Time and any other revenues arising out of the ownership ownership, use or operation of the Assets prior to the Effective Time and will be responsible for all applicable production, severance and similar Taxes and all costs and expenses that are incurred in connection with the ownership, use or operation of the Assets prior to the Effective Time. If after the Closing a Party receives any proceeds to which the other Party is entitled under this Section 11.01(a), net of all costs and expenses (other than Taxes) that are incurred in then the ownership or operation of the Assets prior Party receiving such proceeds shall immediately deliver same to the Effective Time, which shall be borne by SellerParty entitled to same. (b) In addition to the foregoing, Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar Taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iiiii) the value (net of severance Taxes, royalties, overriding royalties and related burdens that have been paid by Seller) of all merchantable Hydrocarbons produced prior to the Effective Time but in storage in tanks or above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, Buyer Purchaser will be paid (i) the Seller Additional Asset Taxes, and (ii) an amount equal to all cash inunpaid ad valorem, property, production, severance and similar Taxes and assessments based upon or measured by the ownership of the Assets that are attributable to, suspense accounts relative to periods of time prior to the Assets Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such Taxes and assessments for which Buyer has assumed responsibility under Section 14.02the preceding tax year (such amount to be apportioned between the Parties for the period of each Party’s ownership before and after the Effective Time). (d) All amounts due under this Section 12.01 11.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.0211.02, without any duplication or double recovery by the Parties.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to the foregoing, and without duplication of any Purchase Price Adjustments, the Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, and without duplication of any Purchase Price Adjustments, the Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets 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 the 2006 tax statements received by Seller, or to the extent not received, then 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 (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) All To the extent that the same are not known as of the Closing Date or settled as Purchase Price Adjustments pursuant to Section 10.02, all amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Statement under Section 12.0212.03.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer Purchaser and Seller so that (i) Buyer Purchaser will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to the foregoing, the Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, Buyer the Purchaser will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets 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 taxes and assessments for the preceding tax year (such amount to be prorated for the period of Seller’s and Purchaser’s ownership before and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer Purchaser has assumed responsibility under Section 14.02. (d) All amounts due under this Section 12.01 11.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final final Accounting Statement under Section 12.0211.03, and shall take into account any amounts reflected in Net Working Capital of the Company as of the Effective Time so as to avoid any duplication or double recovery by the Parties.

Allocation of Expense and Revenues. (a) Appropriate adjustments shall be made Provided that Closing occurs and except to the Purchase Price between Buyer and Seller so that extent accounted for in the Closing Statement, (i) the Buyer will receive be entitled to all 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 ownership, use or operation of the Assets from and after the Effective Time, net of and will be responsible for all applicable production, severance, and similar taxes and all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether the Seller or an affiliate Affiliate of the Seller serves as operator prior to the Closing), and (ii) subject to Section 9.02, the Seller will receive be entitled to all proceeds from sales of Hydrocarbons that are produced produced, saved and saved sold prior to the Effective Time and any other revenues arising out of the ownership ownership, use or operation of the Assets prior to the Effective TimeTime and will be responsible for all applicable production, net of severance, and similar taxes and all costs and expenses (other than Taxes) that are incurred in the ownership ownership, use or operation of the Assets prior to the Effective TimeTime (excluding any Decommissioning or Environmental Obligations). If after Closing a Party receives any proceeds to which another Party is entitled under this Section 9.01(a), which then the Party receiving such proceeds shall be borne by Sellerimmediately deliver same to the Party entitled to same. (b) In addition to the foregoingforegoing and except to the extent accounted for in the Closing Statement, the Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iiiii) the value (net of severance taxes, royalties, overriding royalties and related burdens) of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoingforegoing and except to the extent accounted for in the Closing Statement, the Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets 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 taxes and assessments for the preceding tax year (iisuch amount to be prorated for the period of each Party’s ownership before and after the Effective Time). (d) In addition, the Buyer will be paid or credited with an amount equal to all cash in, or attributable to, those suspense accounts relative accounts, if any, that relate to the Assets for which Buyer has assumed responsibility under Section 14.02Assets. (de) All amounts due under this Section 12.01 9.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Closing Statement under Section 12.029.03, without any duplication or double recovery by the Parties.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar Taxes, and Buyer shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether a Seller or an affiliate Affiliate of a Seller serves as operator prior to the Closing); provided Sellers shall not have committed the Assets to any capital or other expenditures other than as described in Schedule 13.01 for the period from and after the Effective Time or as otherwise agreed to by the Parties, and (ii) Seller Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar Taxes, and Sellers shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to but without duplication of the foregoing, Seller Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid Asset Taxes and any prepaid costs, including rentals and insurance premiumspremiums attributable to the Assets, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective TimeTime (as determined in the case of Asset Taxes pursuant to Section 9.03), and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to but without duplication of the foregoing, Buyer will be paid (i) an amount equal to all unpaid Asset Taxes that are attributable to periods of time prior to the Seller Additional Effective Time (as determined pursuant to Section 9.03), which amounts shall, to the extent not actually assessed, be computed based on such Asset TaxesTaxes for the preceding taxable period (such amount to be determined pursuant to Section 9.03 for the period of Sellers’ and Buyer’s ownership before, at, and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) In addition to the foregoing, appropriate adjustments shall be made between Buyer and Sellers so that any production or pipeline imbalances attributable to the Assets, if any, with respect to periods prior to the Effective Time are borne solely by Sellers and any such imbalances, if any, with respect to periods on and after the Effective Time are borne solely by Buyer. (e) All Tax credits (including Tax credits for horizontal xxxxx) applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such credits shall be given at such time as actually realized by Buyer and granted by the taxing authorities. All Tax rebates and refunds applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such rebates or refunds are actually received by Buyer. (f) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid settled initially at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.02; provided however, to the extent Buyer takes a Tax credit or receives a Tax refund or rebate to which Sellers are entitled pursuant to Section 12.01(e) after the Final Accounting Statement is settled, Buyer shall promptly make a payment to Sellers in the amount of such Tax credit, refund or rebate.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar Taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether a Seller or an affiliate of a Seller serves as operator prior to the Closing), and (ii) Seller Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar Taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to but without duplication of the foregoing, Seller Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar Taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiumspremiums attributable to the Assets, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective TimeTime (as determined in the case of Taxes pursuant to Section 9.02), and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar Taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets that are attributable to periods of time prior to the Effective Time (as determined pursuant to Section 9.02), which amounts shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable period (such amount to be prorated for the period of Sellers’ and Buyer’s ownership before and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer Xxxxx has assumed responsibility under Section 14.02. (d) In addition to the foregoing, appropriate adjustments shall be made between Buyer and Sellers so that any production or pipeline imbalances attributable to the Assets, if any, with respect to periods prior to the Effective Time are borne solely by Sellers and any such imbalances, if any, with respect to periods on and after the Effective Time are borne solely by Buyer. (e) All Tax credits (including Tax credits for horizontal xxxxx) applicable to the Assets for periods prior to the Effective Time (as determined in accordance with Section 9.02) that have accrued as of the Effective Time shall be allocated to and for the benefit of Sellers, even if such credits have not yet been provided by taxing authorities prior to the Closing Date. (f) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.02.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar Taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether a Seller or an affiliate of a Seller serves as operator prior to the Closing), and (ii) Seller Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar Taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to but without duplication of the foregoing, Seller Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar Taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiumspremiums attributable to the Assets, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective TimeTime (as determined in the case of Taxes pursuant to Section 9.02), and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar Taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets that are attributable to periods of time prior to the Effective Time (as determined pursuant to Section 9.02), which amounts shall, to the extent not actually assessed, be computed based on such Taxes and assessments for the preceding taxable period (such amount to be prorated for the period of Sellers’ and Buyer’s ownership before and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) In addition to the foregoing, appropriate adjustments shall be made between Buyer and Sellers so that any production or pipeline imbalances attributable to the Assets, if any, with respect to periods prior to the Effective Time are borne solely by Sellers and any such imbalances, if any, with respect to periods on and after the Effective Time are borne solely by Buyer. (e) All Tax credits (including Tax credits for horizontal xxxxx) applicable to the Assets for periods prior to the Effective Time (as determined in accordance with Section 9.02) that have accrued as of the Effective Time shall be allocated to and for the benefit of Sellers, even if such credits have not yet been provided by taxing authorities prior to the Closing Date. (f) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.02.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar Taxes, and Buyer shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether a Seller or an affiliate Affiliate of a Seller serves as operator prior to the Closing); provided Sellers shall not have committed the Assets to any capital or other expenditures other than as described in Schedule 13.01 for the period from and after the Effective Time or as otherwise agreed to by the Parties, and (ii) Seller Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar Taxes, and Sellers shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to but without duplication of the foregoing, Seller Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid Asset Taxes and any prepaid costs, including rentals and insurance premiumspremiums attributable to the Assets, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective TimeTime (as determined in the case of Asset Taxes pursuant to Section 9.03), and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to but without duplication of the foregoing, Buyer will be paid (i) an amount equal to all unpaid Asset Taxes that are attributable to periods of time prior to the Seller Additional Effective Time (as determined pursuant to Section 9.03), which amounts shall, to the extent not actually assessed, be computed based on such Asset TaxesTaxes for the preceding taxable period (such amount to be determined pursuant to Section 9.03 for the period of Sellers' and Buyer's ownership before, at, and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) In addition to the foregoing, appropriate adjustments shall be made between Buyer and Sellers so that any production or pipeline imbalances attributable to the Assets, if any, with respect to periods prior to the Effective Time are borne solely by Sellers and any such imbalances, if any, with respect to periods on and after the Effective Time are borne solely by Buyer. (e) All Tax credits (including Tax credits for horizontal xxxxx) applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such credits shall be given at such time as actually realized by Buyer and granted by the taxing authorities. All Tax rebates and refunds applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such rebates or refunds are actually received by Buyer. (f) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid settled initially at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.02; provided however, to the extent Buyer takes a Tax credit or receives a Tax refund or rebate to which Sellers are entitled pursuant to Section 12.01(e) after the Final Accounting Statement is settled, Buyer shall promptly make a payment to Sellers in the amount of such Tax credit, refund or rebate.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller so that (i) Buyer will receive all 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 or operation of the Assets (provided that no payment received by a Seller as operator of an Asset from any other working interest owner of that Asset shall constitute such revenue) from and after the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to the foregoing, the Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including including, without limitation, rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and ; (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date; (iii) all costs incurred by Sellers in connection with its operation of the Assets pursuant to Section 13.01, including specifically, any costs incurred by Sellers in connection with the activities identified on Schedule 13.01(a), whether incurred before or after the Effective Time, and any costs incurred by Sellers in connection with activities identified on Schedule 13.01(h). The Parties agree that the amounts payable to Seller under this Subsection (b)(iii) shall be computed without duplication of costs deducted from Buyer’s revenue pursuant to Subsection (a)(i) of this Section or amounts constituting upward adjustments to the Base Price pursuant to Section 10.02(a)(ii), provided that if the total amount of such upward adjustments pursuant to such Section 10.02(a)(ii) exceed the actual costs incurred by Seller prior to Closing in respect to such matters then Buyer shall be entitled to a credit for the amount of such excess against any amount otherwise payable to Seller. (c) In addition to the foregoing, the Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets 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 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 (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final final Accounting Statement under Section 12.0212.03.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable Severance Taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable Severance Taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Sellerincluding, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements. (b) In addition to the foregoing, Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid Property Taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid Property Taxes, assessments and costs (other than Taxes) relate to periods of time after the Effective Time, and (iii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, the Buyer will be paid (i) the Seller Additional Asset Taxes, and (ii) an amount equal to all cash in, or unpaid Asset Taxes and assessments that are attributable to, suspense accounts relative to periods of time prior to the Assets Effective Time, which amounts shall, to the extent not actually assessed or for which Buyer has assumed responsibility under current rates of assessment are not available, 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 as provided in Section 14.029.02(b)). (d) All amounts due under this Section 12.01 will that cannot be (i) estimated and adjustments to the Purchase Price paid settled at Closing will reflect such estimates and (ii) finally be settled in accordance with the Final final Accounting Statement under Section 12.02.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar Taxes, and Buyer shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether a Seller or an affiliate Affiliate of a Seller serves as operator prior to the Closing); provided Sellers shall not have committed the Assets to any capital or other expenditures other than as described in Schedule similar Taxes, and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of Sellers shall be responsible for all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to but without duplication of the foregoing, Seller Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid Asset Taxes and any prepaid costs, including rentals and insurance premiumspremiums attributable to the Assets, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective TimeTime (as determined in the case of Asset Taxes pursuant to Section 9.03), and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to but without duplication of the foregoing, Buyer will be paid (i) an amount equal to all unpaid Asset Taxes that are attributable to periods of time prior to the Seller Additional Effective Time (as determined pursuant to Section 9.03), which amounts shall, to the extent not actually assessed, be computed based on such Asset TaxesTaxes for the preceding taxable period (such amount to be determined pursuant to Section 9.03 for the period of Sellers’ and Buyer’s ownership before, at, and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer Xxxxx has assumed responsibility under Section 14.02. (d) In addition to the foregoing, appropriate adjustments shall be made between Buyer and Sellers so that any production or pipeline imbalances attributable to the Assets, if any, with respect to periods prior to the Effective Time are borne solely by Sellers and any such imbalances, if any, with respect to periods on and after the Effective Time are borne solely by Buyer. (e) All Tax credits (including Tax credits for horizontal xxxxx) applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such credits shall be given at such time as actually realized by Xxxxx and granted by the taxing authorities. All Tax rebates and refunds applicable to the Assets for periods prior to the Effective Time shall be allocated to and for the benefit of Sellers, provided that such rebates or refunds are actually received by Buyer. (f) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid settled initially at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Accounting Statement under Section 12.02; provided however, to the extent Buyer takes a Tax credit or receives a Tax refund or rebate to which Sellers are entitled pursuant to Section 12.01(e) after the Final Accounting Statement is settled, Buyer shall promptly make a payment to Sellers in the amount of such Tax credit, refund or rebate.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller so that (i) Buyer Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time Execution Date and any other revenues arising out of the ownership or operation of the Assets from and after the Effective TimeExecution Date, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by BuyerExecution Date, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing)) through the Closing Date, and (ii) Seller Buyer will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to after the Effective Time Closing Date and any other revenues arising out of the ownership or operation of the Assets prior to after the Effective TimeClosing Date, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to after the Effective Time, which shall be borne by SellerClosing Date. (b) In addition to the foregoing, the Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time Closing Date of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after prior to the Effective TimeClosing Date, and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time Closing Date but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. Notwithstanding the foregoing, to the extent that the ad valorem tax liabilities of the parties under this Agreement as set forth in Section 9.02 cannot be finally determined by the Closing Date, the parties each agree to reconcile the ad valorem liability and pay or reimburse (as may be necessary) the other party as soon as said liability can be determined. (c) In addition to the foregoing, the Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets that are attributable to periods of time prior to the Closing Date, which amounts shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding tax year (such amount to be prorated for the period of Seller’s and Buyer’s ownership before and after the Closing Date), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. Notwithstanding the foregoing, to the extent that the ad valorem tax liabilities of the parties under this Agreement as set forth in Section 9.02 cannot be finally determined by the Closing Date, the parties each agree to reconcile the ad valorem liability and pay or reimburse (as may be necessary) the other party as soon as said liability can be determined. (d) All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and (ii) finally settled in accordance with the Final final Accounting Statement under Section 12.0212.03.

Allocation of Expense and Revenues. (a) Appropriate Provided that the Closing occurs, appropriate adjustments shall be made to the Purchase Price between Buyer and Seller Sellers so that (i) Buyer will receive all 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 or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller Sellers or an affiliate of Seller Sellers serves as operator prior to the Closing), and (ii) Seller Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be borne by Seller. (b) In addition to the foregoing, Seller the Sellers will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iiiii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. (c) In addition to the foregoing, the Buyer will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Seller Additional Asset Taxesownership of the Assets 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 taxes and assessments for the preceding tax year (such amount to be prorated for the period of Sellers’ and Buyer’s ownership before and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. (d) All estimated amounts due under this Section 12.01 will be calculuated and provided to Buyer five (i5) estimated and adjustments Business Days prior to the Purchase Price paid Closing as a Pre-Closing Statement to be used at Closing will reflect such estimates and (ii) finally settled in accordance with the Final Statement under Section 12.02.Closing..