Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, Determining Party or Hedging Party or following the occurrence of an Early Termination Date, shall be made in good faith, and all such calculations and adjustments shall be made in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder in its capacity as Calculation Agent or Determining Party, Dealer shall deliver to Company, within five Exchange Business Days after a written request by Company, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party, as the case may be, is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party, as the case may be, shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. (i) All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party, or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Calculation Agent hereunder, Calculation Agent shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be.
(ii) For the avoidance of doubt, whenever the Calculation Agent or Determining Party is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party, or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be.
Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer will provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation; provided, however, that in no event will Dealer be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions (other than any adjustment required to be made by reference to the terms of the Convertible Notes or the Indenture) to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations and adjustments by the Administrative Agent (and any determinations and decisions by each of the Revolving Credit Lenders or the Required Revolving Credit Lenders in connection therewith, or in connection with the provisions of Section 9.11(d), including any thereof approving or disapproving a proposed redetermination or redetermination by the Administrative Agent or effecting any adjustment to any element included in a Reserve Report or the determination or redetermination of the Borrowing Base) shall be made by any such Person as it deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time, and any such determination, redetermination or adjustment shall consider any other relevant information or factors, including without limitation, any additional Debt or other obligations that have been incurred or that the Parent and the Subsidiaries intend or expect to incur that such Person may deem appropriate in its sole discretion.
Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations and adjustments by the Administrative Agent (and any determinations and decisions by each of the Lenders or the Required Lenders in connection therewith, or in connection with the provisions of Section 9.11(d), including any thereof approving or disapproving a proposed redetermination or redetermination by the Administrative Agent or effecting any adjustment to any element included in a Reserve Report or the determination or redetermination of the Borrowing Base) shall be made by any such Person as it deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time, and any such determination, redetermination or adjustment shall consider any other relevant information or factors, including without limitation, any additional Debt or other obligations that have been incurred or that the Parent and the Subsidiaries intend or expect to incur that such Person may deem appropriate in its sole discretion.
Determinations; Adjustments. If the Final Working Capital as finally determined pursuant to this Section 2.08 is greater than the Closing Working Capital, Buyer shall pay to Seller the full amount by which the Final Working Capital is greater than the Closing Working Capital in accordance with Section 2.08(f). If Final Working Capital as finally determined pursuant to this Section 2.08 is less than the Closing Working Capital, Seller shall pay to Buyer the full amount by which the Closing Working Capital is greater than Final Working Capital in accordance with Section 2.08(f). If the Final Acquired Cash Amount as finally determined pursuant to this Section 2.08 is greater than the Closing Acquired Cash Amount, Buyer shall pay to Seller the full amount by which Final Acquired Cash Amount exceeds Closing Acquired Cash Amount in accordance with Section 2.08(f). If the Final Acquired Cash Amount as finally determined pursuant to this Section 2.08 is less than the Closing Acquired Cash Amount, Seller shall pay to Buyer the full amount by which Closing Acquired Cash Amount exceeds Final Acquired Amount in accordance with Section 2.08(f). For the avoidance of doubt, if Seller fails to promptly pay any amounts due to Buyer under this Section 2.08(e), Buyer may demand that such amount be paid to Buyer from the Escrow Fund in accordance with the Escrow Agreement and the Seller shall promptly thereafter deposit such amount into the Escrow Fund.
Determinations; Adjustments. If the Final Net Asset Value as finally determined pursuant to this Section 2.07 is greater than the Estimated Net Asset Value, Buyer shall pay to Affinity the full amount by which the Final Net Asset Value exceeds the Estimated Net Asset Value in accordance with Section 2.07(g). If the Final Net Asset Value as finally determined pursuant to this Section 2.07 is less than the Estimated Net Asset Value, Affinity shall pay to Buyer the full amount by which Estimated Net Asset Value exceeds the Final Net Asset Value in accordance with Section 2.07(g).
Determinations; Adjustments. If the Closing Working Capital as finally determined pursuant to this Section 2.6 is greater than the Estimated Working Capital, then the Purchase Price shall be increased by an amount equal to such excess and (i) Buyer shall pay to Seller an amount equal to such excess and (ii) the Working Capital Escrow Agent shall pay the Working Capital Escrow Amount by wire transfer of immediately available funds to the Seller Specified Account. If the Closing Working Capital as finally determined pursuant to this Section 2.6 is less than the Estimated Working Capital, then the Purchase Price shall be reduced by an amount equal to such shortfall (the “Final Working Capital Shortfall”) and the Final Working Capital Shortfall shall be paid to Buyer from the Working Capital Escrow Fund in accordance with the Escrow Agreement. In the event that the Final Working Capital Shortfall exceeds the amount in the Working Capital Escrow Fund, Seller shall pay to Buyer an amount equal to such difference. In the event that the Final Working Capital Shortfall is less than the amount in the Working Capital Escrow Fund, then the Working Capital Escrow Agent shall pay such difference by wire transfer of immediately available funds to the Seller Specified Account. Any payments required under this Section 2.6(c) shall be made within five (5) Business Days after the amount of Closing Working Capital is finally determined pursuant to this Section 2.6.
