Certain Accounting Adjustments. (a) Appropriate adjustments shall be made between Buyer and Seller so that (i) all expenses which are incurred in the operation of the Assets before the Effective Date will be borne by Seller and all proceeds (net of applicable production, severance, and similar taxes) from sale of oil, gas and/or other minerals produced therefrom before the Effective Date will be received by Seller, and (ii) all expenses which are incurred in the ownership and/or operation of the Assets after the Effective Date will be borne by Buyer and all proceeds (net of applicable production, severance, and similar taxes) from the sale of oil, gas and/or other minerals produced therefrom after the Effective Date will be received by Buyer. It is agreed that, in making such adjustments: (i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used by Seller to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date, (ii) ad valorem taxes assessed with respect to a period which the Effective Date splits, regardless of the basis on which such taxes are computed, shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date), and shall, where the current year's taxes are not yet known, be based on the previous year's taxes, and (iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.
(b) On or before five (5) days before Closing, Seller shall prepare and submit to Buyer, in accordance with this Agreement a proposed statement (herein called the "Closing Statement") setting forth the amount by which the Purchase Price shall be adjusted (either upward or downward) based upon the adjustments provided in paragraph (a) above and
Certain Accounting Adjustments. After the approval of the Shareholders and all of the Regulatory Approvals have been obtained, FBHC shall, if requested by the Company, make such accounting entries prior to the Effective Time as the Company may reasonably request in order to conform the accounting records of FBHC to the accounting policies and practices of the Company and its Subsidiaries, subject to compliance with generally accepted accounting principles and all appropriate regulatory requirements, such adjustments to be effective immediately prior to the Effective Time. No such adjustment shall of itself constitute grounds for termination of this Agreement or an acknowledgment by FBHC (i) of any adverse circumstances for purposes of determining whether the conditions to the Company's obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to the Company's obligations under this Agreement set forth in Section 6.2(a) hereof or (iii) that such adjustment has any bearing on the number of shares of Company Common Stock issuable hereunder.
Certain Accounting Adjustments. 45 Section 5.21 Environmental Investigation; Right to Terminate Agreement.......................................45 Section 5.22 Indemnification of Directors and Officers; Insurance............................................47 Section 5.23 Access to Information of the Company............................................................48 Section 5.24 Employment Agreements...........................................................................49 Section 5.25
Certain Accounting Adjustments. After the approval of the Shareholders and all of the Regulatory Approvals have been obtained, Citizens shall, if requested by the Company, make such accounting entries prior to the Effective Time as the Company may reasonably request in order to conform the accounting records of Citizens to the accounting policies and practices of the Company and its Subsidiaries, subject to compliance with generally accepted accounting principles and all appropriate regulatory requirements, such adjustments to be effective immediately prior to the Effective Time. No such adjustment shall of itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by Citizens (i) of any adverse circumstances for purposes of determining whether the conditions to the Company's obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to the Company's obligations under this Agreement set forth in Section 6.2(a) hereof or (iii) that such adjustment has any bearing on the number of shares of Company Common Stock issuable hereunder. No adjustment shall (i) require any prior filing with any governmental agency or regulatory authority or (ii) violate any law, rule or regulation applicable to Citizens.
Certain Accounting Adjustments. 13 Section 9.1. Adjustments..........................................................13 Section 9.2. Closing and Post-Closing Accounting Settlements......................13 ARTICLE X Indemnification................................................................14 Section 10.1. Indemnification Obligations..........................................14 Section 10.2. Notice of Claim......................................................14
Certain Accounting Adjustments. 26 Section 10.1. Adjustments............................................................................... 26 Section 10.2. Closing and Post-Closing Accounting Settlements........................................... 27
Certain Accounting Adjustments. 26 SECTION 5.21 ENVIRONMENTAL INVESTIGATION; RIGHT TO TERMINATE AGREEMENT.......26 SECTION 5.22
Certain Accounting Adjustments. (a) Adjustments for Revenues, Expenses and Imbalances (b) Initial Adjustment at Closing (c) Adjustment Post Closing 12. Assumption and Indemnification 13. No Commissions Owed 14. Casualty Loss 15. Notices 16. Survival of Provisions
Certain Accounting Adjustments. 18 SECTION 10.1 ADJUSTMENTS........................................... 18 SECTION 10.2 CLOSING AND POST-CLOSING ACCOUNTING SETTLEMENTS....... 19 SECTION 10.3
Certain Accounting Adjustments
