Common use of Allocations and Adjustments Clause in Contracts

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. If the Closing occurs: (a) From and after ClosingNotwithstanding the effective time of the Instruments of Conveyance, Issuer Buyer shall be entitled to all revenues, production, proceeds, income income, and production products from or attributable to the Wellbore Interests from Assets on and after the Effective Time (Time, and to all other than any Excluded Assets)income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests Assets and incurred from on 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)Time. Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and production products from or attributable to the Wellbore Interests Assets prior to the Effective Time (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 Assets and incurred on or prior to the Effective Time or otherwise constituting Retained LiabilitiesTime. "“Earned" ” and "incurred," ” as used in this Agreement, shall be interpreted in accordance with GAAP generally accepted accounting principles and XXXXX Council of Petroleum Accountants Society (XXXXX) standards; provided that . “Property Costs” shall mean all amounts attributable to the allocation operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Asset Taxes between Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the pre- and post-Effective Time periods shall be determined in accordance with Section 2.07(b). Notwithstanding anything herein and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the contrary, for Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any)Section, (i) liquid Hydrocarbons hydrocarbons produced into storage facilities will be deemed to be "“from or attributable to" any ” the Xxxxx to when they pass through the extent pipeline connecting into the storage facilities into which they are above load lines in tanksrun, and (ii) gaseous Hydrocarbons hydrocarbons and liquid Hydrocarbons hydrocarbons produced into pipelines will be deemed to be "“from or attributable to" any ” the 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 shall rely upon gauging, metering, and strapping procedures conducted by Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall 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. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The "Preliminary Amount" shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. If the Closing occurs: (a) From and after ClosingNotwithstanding the effective time of the Instruments of Conveyance, Issuer Buyer shall be entitled to all revenues, production, proceeds, income income, and production products from or attributable to the Wellbore Interests from Assets on and after the Effective Time (Time, and to all other than any Excluded Assets)income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests Assets and incurred from on 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)Time. Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and production products from or attributable to the Wellbore Interests Assets prior to the Effective Time (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 Assets and incurred on or prior to the Effective Time or otherwise constituting Retained LiabilitiesTime. "“Earned" ” and "incurred," ” as used in this Agreement, shall be interpreted in accordance with GAAP generally accepted accounting principles and XXXXX Council of Petroleum Accountants Society (CXXXX) standards; provided that . “Property Costs” shall mean all amounts attributable to the allocation operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Asset Taxes between Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the pre- and post-Effective Time periods shall be determined in accordance with Section 2.07(b). Notwithstanding anything herein and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the contrary, for Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any)Section, (i) liquid Hydrocarbons hydrocarbons produced into storage facilities will be deemed to be "“from or attributable to" any Xxxxx to ” the extent Wxxxx when they pass through the pipeline connecting into the storage facilities into which they are above load lines in tanksrun, and (ii) gaseous Hydrocarbons hydrocarbons and liquid Hydrocarbons hydrocarbons produced into pipelines will be deemed to be "“from or attributable to" any Xxxxx ” the Wxxxx 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 shall rely upon gauging, metering, and strapping procedures conducted by Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall 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. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The "Preliminary Amount" shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. If the Closing occurs: (a) From and after ClosingNotwithstanding the effective time of the Instruments of Conveyance, Issuer Buyer shall be entitled to all revenues, production, proceeds, income income, and production products from or attributable to the Wellbore Interests from Assets on and after the Effective Time (Time, and to all other than any Excluded Assets)income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests Assets and incurred from on and after the Effective Time (excluding Property Costs allocable and prior to the Wellbore Interests that are attributable Effective Time, with respect only to the period from the Effective Time until the Closing Date and incurred other than in the ordinary course or as a result costs of any failure by Seller or its Affiliates business interruption insurance related to comply with the standards set forth in applicable operating agreements)Hurricanes Xxxxxxx and/or Xxxx) . Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and production products from or attributable to the Wellbore Interests Assets prior to the Effective Time (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 Assets and incurred prior to the Effective Time or otherwise constituting Retained LiabilitiesTime. "“Earned" ” and "“incurred," ”, as used in this Agreement, shall be interpreted in accordance with GAAP generally accepted accounting principles and XXXXX Council of Petroleum Accountants Society (XXXXX) standards; provided that the allocation of any Asset Taxes between the pre- and post-Effective Time periods . “Property Costs” shall be determined in accordance with Section 2.07(b). Notwithstanding anything herein mean all amounts attributable to the contrary, for operation and ownership of the Assets incurred in the ordinary course of business and not in Breach of this Agreement. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any)Section, (i) liquid Hydrocarbons hydrocarbons produced into storage facilities will be deemed to be "“from or attributable to" any ” the Xxxxx to when they pass through the extent pipeline connecting into the storage facilities into which they are above load lines in tanksrun, and (ii) gaseous Hydrocarbons hydrocarbons and liquid Hydrocarbons hydrocarbons produced into pipelines will be deemed to be "“from or attributable to" any ” the 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 shall 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, shall 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. Within ten (10) days after the execution of this Agreement, Seller shall 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. Ad valorem taxes for 2006 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include (i) any amounts which constitute or relate to Retained Liabilities or Existing Environmental Liabilities or (ii) any costs of insurance related to Hurricanes Xxxxxxx and/or Xxxx, other than premiums for business interruption insurance (it being understood and agreed that Property Costs shall include one-half (1/2) of the total premium of $2.2 million paid by Seller for business interruption insurance with respect to the Assets and/or Retained Assets related to Hurricanes Xxxxxxx and/or Xxxx, and that Buyer shall be entitled to one-half (1/2) of all proceeds from such business interruption insurance to the extent attributable to the Assets and/or Retained Assets, without regard to the Effective Time). The “Preliminary Amount” shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. If the Closing occurs: (a) From and after ClosingNotwithstanding the effective time of the Instruments of Conveyance, Issuer Buyer shall be entitled to all revenues, production, proceeds, income income, and production products from or attributable to the Wellbore Interests from Assets on and after the Effective Time (Time, and to all other than any Excluded Assets)income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests Assets and incurred from on 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)Time. Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and production products from or attributable to the Wellbore Interests Assets prior to the Effective Time (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 Assets and incurred prior to the Effective Time or otherwise constituting Retained LiabilitiesTime. "“Earned" ” and "“incurred," ”, as used in this Agreement, shall be interpreted in accordance with GAAP generally accepted accounting principles and XXXXX Council of Petroleum Accountants Society (XXXXX) standards; provided that the allocation of any Asset Taxes between the pre- and post-Effective Time periods . “Property Costs” shall be determined in accordance with Section 2.07(b). Notwithstanding anything herein mean all amounts attributable to the contrary, for operation and ownership of the Assets incurred in the ordinary course of business and not in Breach of this Agreement. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any)Section, (i) liquid Hydrocarbons hydrocarbons produced into storage facilities will be deemed to be "“from or attributable to" any ” the Xxxxx to when they pass through the extent pipeline connecting into the storage facilities into which they are above load lines in tanksrun, and (ii) gaseous Hydrocarbons hydrocarbons and liquid Hydrocarbons hydrocarbons produced into pipelines will be deemed to be "“from or attributable to" any ” the 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 shall rely upon gauging, metering, and strapping procedures conducted by Seller (or, at Seller’s election, the applicable operator) on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall 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. Ad valorem taxes for 2009 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. After Closing, Buyer will be responsible for paying to the appropriate taxing authority all 2009 ad valorem taxes with respect to the Assets, subject to Seller giving Buyer credit against the Purchase Price or paying to Buyer Seller's prorated share of the 2009 ad valorem taxes in accordance with this Section 2.05. The premiums for the insurance required to be maintained by Seller pursuant to Section 5.03 that accrue after the Effective Time and are attributable to insurance coverage for the period after the Effective Time until the Closing will constitute Property Costs. Property Costs shall not include any amounts under clauses (b), (c) and (d) of the definition of Retained Liabilities. The “Preliminary Amount” shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. The following allocations and adjustments shall be made: (a) From and after ClosingNotwithstanding the Merger Effective Time, Issuer Operating Company shall be entitled to all revenues, production, proceeds, income income, and production products from or attributable to the Wellbore Interests from Assets on and after the Effective Time (Time, and to all other than any Excluded Assets)income, proceeds, receipts, and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests Assets and incurred from on 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 Time. Pioneer USA 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 Retained Company shall be entitled to all revenues, production, proceeds, income, accounts receivable, and production products from or attributable to the Wellbore Interests Assets prior to the Effective Time (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 Assets and incurred on or prior to the Effective Time or otherwise constituting Retained LiabilitiesTime. "“Earned" ” and "“incurred," ” as used in this AgreementPlan of Merger, 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)generally accepted accounting principles. Notwithstanding anything herein to the contrary, for For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any)Section, (i) liquid Hydrocarbons hydrocarbons produced into storage facilities will be deemed to be "“from or attributable to" any Xxxxx to ” the extent Wellbores when they pass through the pipeline connecting into the storage facilities into which they are above load lines in tanksrun, and (ii) gaseous Hydrocarbons hydrocarbons and liquid Hydrocarbons hydrocarbons produced into pipelines will be deemed to be "“from or attributable to" any Xxxxx ” the Wellbores 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 shall rely upon gauging, metering, and strapping procedures conducted by Pioneer USA on or about the Effective Time to the extent possible, and, unless demonstrated to be inaccurate, shall 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. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Operating Company liable for the portion allocated to the period on and after the Effective Time and Pioneer USA and Retained Company liable for the portion allocated to the period before the Effective Time. Proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Pioneer USA and Retained Company and Operating Company when actual tax figures are available.

Allocations and Adjustments. If the Closing occurs: (a) From and after ClosingNotwithstanding the effective time of the Instruments of Conveyance, Issuer Buyer shall be entitled to all revenues, production, proceeds, income income, and production products from or attributable to the Wellbore Interests from Assets on and after the Effective Time (Time, and to all other than any Excluded Assets)income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Wellbore Interests Assets and incurred from on 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)Time. Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and production products from or attributable to the Wellbore Interests Assets prior to the Effective Time (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 Assets and incurred on or prior to the Effective Time or otherwise constituting Retained LiabilitiesTime. "“Earned" ” and "“incurred," ” as used in this Agreement, shall be interpreted in accordance with GAAP generally accepted accounting principles and XXXXX Council of Petroleum Accountants Society (XXXXX) standards; provided that . “Property Costs” shall mean all amounts attributable to the allocation operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Asset Taxes between Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the pre- and post-Effective Time periods shall be determined in accordance with Section 2.07(b). Notwithstanding anything herein and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the contrary, for Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section 2.07 (if any)Section, (i) liquid Hydrocarbons hydrocarbons produced into storage facilities will be deemed to be "“from or attributable to" any ” the Xxxxx to when they pass through the extent pipeline connecting into the storage facilities into which they are above load lines in tanksrun, and (ii) gaseous Hydrocarbons hydrocarbons and liquid Hydrocarbons hydrocarbons produced into pipelines will be deemed to be "“from or attributable to" any ” the 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 shall rely upon gauging, metering, and strapping procedures conducted by Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall 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. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The “Preliminary Amount” shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.