Common use of Certain Downward Adjustments Clause in Contracts

Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds actually received by the Seller from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of royalties and other burdens, and production, severance, sales, use and similar Taxes measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Seller) net of marketing fees; (b) the amount equal to all unpaid ad valorem, property, production, severance and similar Taxes (excluding income, capital gains, franchise or similar Taxes) based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such Taxes for the immediately preceding calendar year, or, if such Taxes are assessed on other than a calendar year basis, for the Tax period last ended; (c) the amount of all unpaid costs and expenditures in connection with the ownership, operation and maintenance of the Properties (including rentals, overhead, royalties, prepayments, operating, drilling and completion costs and other charges and expenses billed under applicable operating agreements) attributable to periods prior to the Effective Time and that are subsequently paid by or on behalf of Buyer; (d) the amount of any proceeds of the type referenced in (a) attributable to periods after the Effective Time received by Seller on behalf of the unleased interests; (e) all expenses of the type referenced in (c) paid by or on behalf of the Buyer in connection with unleased interests and incurred prior to the Effective Time; and (f) any other amount agreed upon by the Buyer and the Seller, or otherwise required to be reflected pursuant to the other provisions of this Section 2.

Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds actually received by the Seller Sellers from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of (i) royalties and other burdens, (ii) marketing fees, (iii) all post-production costs and (iv) production, severance, sales, use and similar Taxes taxes and assessments measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Seller) net of marketing feesSellers); (b) the amount equal to all unpaid ad valorem, property, production, severance and similar Taxes (excluding (i) income, capital gains, franchise or similar Taxes and (ii) Transfer Taxes) based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, which accrue that are attributable to periods ending on or are chargeable against before the Properties in accordance with GAAP day immediately prior to the Effective TimeTime in accordance with Section 5.4 but that are paid or otherwise economically borne by the Buyer, which amount shall, for purposes of this Section 2.6, to the extent not actually assessed or known, be computed based upon such Taxes taxes and assessments for the immediately preceding calendar year, or, if such Taxes taxes and assessments are assessed on other than a calendar year basis, for the Tax tax period last ended; (c) an amount equal to the Allocated Value of any Real Property Interest that expires prior to Closing unless otherwise extended or renewed at the sole cost and expense of the Sellers; (d) the amount of all unpaid costs and expenditures actually paid by the Buyer in connection with the ownership, operation and maintenance of the Properties (including rentals, overhead, royalties, prepayments, operating, drilling and completion costs and other charges and expenses billed under applicable operating agreements) attributable to periods the period before the Effective Time; provided, that prior to making any such payment the Buyer has given CALLC written notice of the unpaid amount the Buyer has determined to be owing with respect to the period before the Effective Time and CALLC has acknowledged that are subsequently paid such amount is not being disputed in good faith by or on behalf of Buyer; (d) the amount of any proceeds of the type referenced in (a) attributable to periods after the Effective Time received by Seller on behalf of the unleased interests; (e) all expenses of the type referenced in (c) paid by or on behalf of the Buyer in connection with unleased interests and incurred prior to the Effective TimeCALLC; and (fe) any other amount agreed upon by the Buyer and the Seller, Sellers in this Agreement or otherwise required to be reflected pursuant to the other provisions of this Section 2in writing.

Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds actually received by the Seller Sellers from the sale of Hydrocarbons Hydrocarbons, produced from and after the Effective Time Time, from the Properties (net of (i) royalties and other burdens, and burdens on production, severance(ii) marketing fees in effect as of the Effective Time or as approved in accordance with Section 5.2 and (iii) production, sales, use severance and similar Taxes taxes and assessments measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Seller) net of marketing feesSellers); (b) the amount equal to all unpaid real property, use, occupation, ad valorem, personal property, production, production and severance and similar Taxes taxes (excluding incomefranchise, capital gainsmargin, franchise income or similar Taxestaxes) and assessments based upon or measured by the ownership of the Properties or the production of Hydrocarbons oil, gas or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in PURCHASE AND SALE AGREEMENT -27- accordance with GAAP prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such Taxes taxes and assessments for the immediately preceding calendar year, or, if such Taxes taxes or assessments are assessed on other than a calendar year basis, for the Tax tax period last ended; (c) the amount of all unpaid costs and expenditures in connection with any proceeds received by the ownership, operation and maintenance of Sellers from the Properties (including rentals, overhead, royalties, prepayments, operating, drilling and completion costs and other charges and expenses billed under applicable operating agreements) attributable to periods prior to sale between the Effective Time and that are subsequently paid by or on behalf of Buyer; (d) the amount Closing of any proceeds machinery and equipment included in the Properties unless such machinery or equipment is replaced with suitable replacement machinery or equipment the costs of which are not used to increase the type referenced in (a) attributable Purchase Price pursuant to periods after the Effective Time received by Seller on behalf of the unleased interests; (e) all expenses of the type referenced in (c) paid by or on behalf of the Buyer in connection with unleased interests and incurred prior to the Effective TimeSection 2.5; and (fd) any other amount agreed upon by the Buyer and the Seller, or otherwise required to be reflected pursuant to the other provisions of this Section 2Sellers.