Common use of Certain Accounting Adjustments Clause in Contracts

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. (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 StatementCLOSING 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. (a) Appropriate adjustments shall be made between Buyer and Seller Sellers so that (i) all expenses which are incurred in the operation of the Assets Properties before the Effective Date will be borne by Seller Sellers 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 SellerSellers, and (ii) all expenses which are incurred in the ownership and/or operation of the Assets Properties 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 Sellers to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and natural gas above pipeline connections shall be deemed to have been produced before the Effective Date, and (ii) ad valorem taxes assessed with respect to a period which the Effective Date splits, splits (regardless of the basis on which whether such taxes are computed, computed based upon production in a prior period) 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. , and (biv) in calculating expenses, with respect to each well or xxxxx as to which any Seller is the operator, there shall be included in expenses for the period from the Effective Date to Closing an amount (A) equal to the overhead rate which would be chargeable to such Seller during such time under the terms of the applicable joint operating agreement if such Seller were a non-operator, or (B) if there is no applicable joint operating agreement, at the applicable rates set forth under Exhibit H attached hereto. On or before five 75 days after Closing, Buyer and Sellers shall determine the amounts of such adjustments, and shall make such adjustments by appropriate payments from Sellers to Buyer or from Buyer to Sellers. Buyer and Sellers agree that the net gas imbalance attributable to the Properties as of the Effective Date is believed to be that which is set forth on Exhibit "I" (5the "Agreed Imbalance"), notwithstanding that the actual imbalance may be lesser or greater. Buyer and Sellers shall verify the actual net gas imbalance in the Post-Closing accounting, if not before, and any imbalance shall be accounted for between the parties at the price of $1.50 per MCF but only as to those volumes which exceed or are less than the Agreed Imbalance; provided, however, that if an applicable operating or gas balancing agreement requires cash balancing upon conveyance of the Properties, the adjustment price shall equal the price received in the cash balancing. Such settlement shall become final ninety (90) days before after Closing, Seller it being understood and agreed by the parties that should any variance in the gas imbalance be discovered after the Post-Closing accounting within the period of time ending ninety days after Closing, the parties will adjust therefor in the same manner as set forth in this paragraph, and thereafter neither party 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 make claim upon the adjustments provided in paragraph (a) above andother concerning the gas balances of the Properties. Upon Closing, Buyer shall own and assume all rights and liabilities relating to gas imbalances discovered after the ninety day period set forth above, including any revenue adjustment caused by such subsequently discovered imbalance.

Certain Accounting Adjustments. (a) Appropriate adjustments shall be made between Buyer and Seller so that that: (i) all expenses which (including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating agreements, regardless of whether such operating agreements are with third parties or related entities, and regardless of whether Seller is the operator or a non-operator) and all other overhead charges actually charged by third parties and incurred in the operation of the Assets before Properties after the Effective Date will shall be borne by Seller allocated to Buyer, and all proceeds (net of applicable production, severance, and similar taxes) from sale of oil, gas and/or gas, and other minerals produced therefrom before from the Properties after the Effective Date will shall be received by Seller, and allocated to Buyer; and (ii) all expenses which are incurred in the ownership and/or operation of the Assets after Properties before the Effective Date will shall be borne by Buyer allocated to Seller, and all proceeds (net of applicable production, severance, and similar taxes) from the sale of oil, gas and/or gas, and other minerals produced therefrom after from the Properties before the Effective Date will shall be received by Buyerallocated to Seller. It is agreed that, in In making such adjustments: , the parties agree that: (i) oil which above pipeline connections that was produced from the Oil and Gas Properties and which was, on the Effective Date, that was stored in tanks located on the Oil and Gas Properties on the Effective Date (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, ; and (ii) ad valorem and similar taxes assessed for periods prior to the Effective Date shall be borne by Seller, and ad valorem taxes assessed for periods on or after the Effective Date shall be borne by Buyer (ad valorem and similar taxes shall be considered assessed for the period for which they are stated to be assessed, even if the same are based on production or other activities occurring in prior periods); and (iii) ad valorem taxes with respect to a the period which containing the Effective Date splits, regardless of the basis on which such taxes are computed, shall be prorated between Buyer and Seller based on the number of days in such period which that fall on each side of before and after 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 ; and (iiiiv) no consideration shall be given to the local, state state, or federal income tax liabilities of any party. (b) On or before five (5) days before ClosingIn addition, Buyer and Seller shall prepare and submit determine (i) the total amount of overproduction of gas (measured in Mcf) with respect to Buyer, in accordance with this Agreement a proposed statement the Properties as of the Effective Date (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 ande.

Certain Accounting Adjustments. (a) Appropriate adjustments shall be made between Buyer and Seller so that (i) all expenses (including, without limitation, all drilling costs, all capital expenditures and all overhead charges under applicable operating agreements) which are incurred in the operation of the Assets Oil and Gas Properties before the Effective Date will be borne by Seller and all proceeds (net of applicable production, severance, and similar taxes) from sale sales of oil, gas and/or other minerals which are produced therefrom from (or attributable to) the Oil and Gas Properties before the Effective Date will be received by Seller, and (ii) all expenses (including, without limitation, all drilling costs, all capital expenditures and all overhead charges under applicable operating agreements) which are incurred in the ownership and/or operation of the Assets Oil and Gas Properties 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 which were produced therefrom from (or attributable to) the Oil and Gas Properties after the Effective Date will be received by Buyer. It is agreed that, in making such adjustments: (iA) 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.been (b) Three days prior to, and for the purposes of, the Closing, the parties shall determine, based upon billxxxx xxx payments received to that point, the amount of the adjustments provided for above. If, based on the foregoing, it is determined that an amount is owed to Buyer, Seller shall tender to Buyer at Closing an amount equal to 100% of such amount less any portion thereof that has been previously tendered to ING, New England and ELP as payment on those certain promissory notes dated May 22, 1992, executed by Seller in favor of ING, New England and ELP in an aggregate principal amount equal to $12,000,000. If, based on the foregoing, it is determined that an amount is owed to Seller, Buyer shall tender to Seller at Closing an amount equal to 100% of such amount. On or before five (5) 90 days before after Closing, Buyer and Seller shall prepare and submit review any additional information which may then be available pertaining 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 for above, shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in paragraph (amaking the adjustments made at Closing, or to correct errors made in such adjustments) above andshould be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such final adjustment, no further such adjustments shall be made pursuant to this Section.