Allocations and Adjustments. (a) From and after Closing, Issuer shall be entitled to all revenues, proceeds, income and production from or attributable to the Wellbore Interests from and after the Effective Time (other than any Excluded Assets), and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests and incurred from and after the Effective Time (excluding Property Costs allocable to the Wellbore Interests that are attributable to the period from the Effective Time until the Closing Date and incurred other than in the ordinary course or as a result of any failure by Seller or its Affiliates to comply with the standards set forth in applicable operating agreements). Seller shall be entitled to all revenues, proceeds, income, accounts receivable, and production from or attributable to the Wellbore Interests prior to the Effective Time (and any other Excluded Assets). Seller shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests and incurred prior to the Effective Time or otherwise constituting Retained Liabilities. "Earned" and "incurred," as used in this Agreement, shall be interpreted in accordance with GAAP and XXXXX standards; provided that the allocation of any Asset Taxes between the pre- and post-Effective Time periods shall be determined in accordance with Section 2.07(b). Notwithstanding anything herein to the contrary, for purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any), (i) liquid Hydrocarbons produced into storage facilities will be deemed to be "from or attributable to" any Xxxxx to the extent they are above load lines in tanks, and (ii) gaseous Hydrocarbons and liquid Hydrocarbons produced into pipelines will be deemed to be "from or attributable to" any Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported.
Allocations and Adjustments. Subject to the terms of the Incentive Plans (as hereinafter defined) and the applicable award agreement governing the award of the LTIP Units under the Incentive Plans (the “Award Agreement”), or as otherwise provided herein, each LTIP Unit shall have economic rights that are the equivalent of one Common Unit, including, without limitation, the Percentage Interest, rights to allocations and distributions pursuant to this Article V, provided, however, that, unless otherwise determined by the Board, the LTIP Units shall not be issued in consideration for cash, and, initially, shall have a Capital Account balance of zero. Upon the occurrence of any event that affects the Common Unit in such a way that an adjustment of outstanding LTIP Units is appropriate in order to prevent the dilution or enlargement of rights under the LTIP Units (including, without limitation, any extraordinary dividend or other distribution (whether in cash or in kind), recapitalization, share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar transaction or event) (an “LTIP Adjustment Event”), then the Board shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. If more than one LTIP Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every LTIP Adjustment Event as if all LTIP Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be LTIP Adjustment Events: (x) the issuance of Common Units in a financing, reorganization, acquisition or other similar business transaction, or (y) the issuance of Common Units pursuant to, or as a result of, any employee benefit or compensation plan or distribution reinvestment plan.
Allocations and Adjustments. 8 2.06 Assumption....................................... 10 ARTICLE 3
Allocations and Adjustments. If Closing occurs:
(a) Buyer will be entitled to all revenues, production, proceeds, income, and products from or attributable to each Asset on and after the relevant Effective Time, and will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Seller will be entitled to all revenues, production, proceeds, income, and products from or attributable to each Asset prior to the Effective Time and will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to each Asset and incurred prior to the Effective Time. "Property Costs" will mean all amounts attributable to the operation and ownership of the Assets incurred and paid in the Ordinary Course of Business. For purposes of allocating production, products, accounts receivable and proceeds under this Section, (i) liquid hydrocarbons will be deemed to be "from or attributable to" the Xxxxx when they pass through the pipeline connecting into the storage facilities into which they are run and (ii) gaseous hydrocarbons will be deemed to be "from or attributable to" Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production the parties will rely upon gauging, metering and strapping procedures conducted by Seller on or about the Effective Time to the extent possible and unless demonstrated to be inaccurate will utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering and strapping data is not available on hand as of the Effective Time. Seller will provide to Buyer evidence of all gauging, metering and strapping procedures conducted hereunder in connection with the Xxxxx, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price. Notwithstanding the foregoing, the parties have agreed that Buyer is acquiring as part of the Assets the accounts receivable and gas imbalance makeup rights set forth on Schedule 3.12 attributable to time periods before the Effective Time, and the Purchase Price has been computed based upon the estimated underproduction attributable to the Well described thereon. The Purchase Price will be adjusted to reflect the actual volumes of underproduced gas as of the Effective Time in accordance with Sections 2...
Allocations and Adjustments. 2.06. ARTICLE 3 3.01.
Allocations and Adjustments. If Closing occurs:
(a) Buyer will be entitled to all revenues, production, proceeds, income, and products from or attributable to each Asset on and after the relevant Effective Time, and will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Seller will be entitled to all revenues, production, proceeds, income, and products from or attributable to each Asset prior to the Effective Time, and will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to each Asset and incurred prior to the Effective Time. “
Allocations and Adjustments. 20 2.06 Assumption. 22 2.07 Allocation of Purchase Price; Tax Allocation. 23 2.08 Required Consent. 23
Allocations and Adjustments. (a) Buyer shall be entitled to all rights of ownership, including revenues, production, proceeds, income, and products from or attributable to the Conveyed Assets, from and after the Effective Time, and to all other income, proceeds, receipts, and credits earned with respect to the Conveyed Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to), without duplication, (x) the Buyer Pre-Funded Amount (regardless of whether any portion of the Development Costs included in such Buyer Pre-Funded Amount are attributable to periods prior to, on or after the Effective Time), and further subject to the terms and conditions set forth in Section 6.01(e) and (y) all Property Costs attributable to the Conveyed Assets for the period from and after the Effective Time. Seller shall be entitled to all rights of ownership, including revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Conveyed Assets, prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to)
(1) all Property Costs attributable to the Conveyed Assets for the period prior to the Effective Time and (2) any and all Development Costs other than the
Allocations and Adjustments. Purchaser shall be responsible for and pay all Taxes attributable to the Business for all taxable periods ending after the Effective Time, except to the extent Sellers are responsible, pursuant to Sections 6.14(b) and 6.15, for Taxes attributable to the Business with respect to taxable periods including and ending after the Effective Time, whether or not the taxable period in fact ends on such date. Sellers shall be entitled to all refunds of Taxes with respect to all taxable periods ending before the Effective Time. Purchaser also shall assume as of the Effective Time the portion of each and every liability for any state, provincial, foreign, county or local personal property tax or other similar ad valorem state, provincial, foreign, county or local tax on the Purchased Assets for any taxable period that spans the Closing Date determined by multiplying each such liability by a ratio, the numerator of which is the total number of days in such taxable period after the Effective Time, and the denominator of which is the total number of days in such taxable period. Sellers shall remain liable for the remainder of such taxes.
Allocations and Adjustments. Buyer shall be entitled to all rights of ownership, including revenues, production, proceeds, income, and products from or attributable to the Conveyed Assets from and after the Effective Time, and to all other income, proceeds, receipts, and credits earned with respect to the Conveyed Assets on or after the Effective Time. Seller shall be entitled to all rights of ownership, including revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Conveyed Assets, prior to the Effective Time. “Earned” as used in this Agreement, shall be interpreted in accordance with generally accepted accounting principles (GAAP) and Council of Petroleum Accountants Society (XXXXX) standards. If, after the Closing Date, either Party receives any amounts owing to the other Party pursuant to this Section 2.05, such Party will promptly (and in any case within thirty (30) days following receipt thereof) remit such amounts to the other Party.
