Downward Adjustments Sample Clauses

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) all production expenses, operating expenses, operated and non-operated overhead charges which are chargeable to the joint account pursuant to the terms of the applicable joint operating agreement listed on Schedule 5.20 and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) by Buyer in connection with the ownership and operation of the Assets and attributable to periods prior to the Effective Time, including, without limitation, royalties and production, severance and excise Taxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Time; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding Environmental Defects, in accordance with the provisions of Article 8; (v) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4; (viii) an amount equal to the Deposit (together with all interest earned thereon); (ix) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer; and (x) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Purchase Price shall be adjusted downward by the following amounts: (i) An amount equal to the proceeds and revenues, if any, received by Seller (net of applicable taxes and royalties) from and after the Effective Time that are attributable to the Conveyed Interests from and after the Effective Time; (ii) An amount equal to all expenses and charges related to the Conveyed Interests that have been paid by Buyer that are attributable to the period prior to the Effective Time; and (iii) Any reduction provided in Section 11.3.

Downward Adjustments. The First Closing Base Purchase Price shall be adjusted downward by the following: (A) revenues and proceeds attributable to the First Closing Assets occurring on or after the Effective Time and received by Seller; (B) the amount of all pre-Effective Time Property Expenses attributable to the First Closing Assets prior to the Effective Time and paid by Purchaser, and the amount of all Royalties attributable to Hydrocarbons produced from the First Closing Properties before the Effective Time and paid by Purchaser; (C) the amount of Asset Taxes attributable to the First Closing Assets allocable to Seller in accordance with Article 15 that are paid or otherwise economically borne by Purchaser; (D) the amount of Royalties payable out of Hydrocarbons from the First Closing Xxxxx that are due to third parties but held in suspense by Seller or its Affiliate at the First Closing, to the extent such amounts are not transferred to Purchaser’s control at First Closing; (E) the amount of the Allocated Value of each First Closing Asset affected by a Preferential Right that has been excluded from the First Closing Assets at the First Closing pursuant to Section 10.10(c) and Section 10.10(d); (F) the amount of the Allocated Value of the First Closing Assets affected by a Material Required Consent that has been excluded from the First Closing Assets at the First Closing pursuant to Section 10.9; (G) the amount of the Defect Adjustment with respect to the First Closing Assets, if any; and (H) the amount of the Allocated Value of the First Closing Assets, if any that have been excluded from the First Closing Assets at the First Closing pursuant to Section 6.1(b)(ii) or Section 6.5(d).

Downward Adjustments. Notwithstanding anything to the contrary in this Agreement: (A) The number of Warrant Shares purchasable upon exercise of this Warrant shall be reduced to the nearest whole number such that the Warrant Percentage shall be reduced by two percent (2%) (in addition to any reduction pursuant to Section 2(b)(i)(B) below), on the first date (if any) upon which, prior to the DDTL Commitment Expiration Date, (x) the Borrower delivers to the Administrative Agent in accordance with the terms of the Pledge Agreement, one or more Joinders (as defined therein) effecting the pledge of the Equity Interests in one or more Property-Level Subsidiaries that are Excluded Subsidiaries on the Closing Date, and, in each case, all of whose parent entities (that are Subsidiaries of the Borrower) are Excluded Subsidiaries on the Closing Date (each, a “Closing Date Excluded Property-Level Subsidiary”) and (y) a direct (or indirect) parent of such Closing Date Excluded Property-Level Subsidiary becomes a Subsidiary Guarantor pursuant to the terms of the Credit Agreement and the Guaranty Agreement; provided that this Section 2(b)(i)(A) shall only apply if both the foregoing subclauses (x) and (y) have been satisfied in respect of Closing Date Excluded Property-Level Subsidiaries who are (or whose Subsidiaries are) primary obligors under Indebtedness comprising not less than 80% of all Indebtedness of Closing Date Excluded Property-Level Subsidiaries (and their Subsidiaries) as of the date of such pledge or guaranty; (B) The number of Warrant Shares purchasable upon exercise of this Warrant shall be reduced to the nearest whole number such that the Warrant Percentage shall be reduced by two percent (2%) (in addition to any reduction pursuant to Section 2(b)(i)(A) above), on the first date (if any) upon which, prior to the DDTL Commitment Expiration Date, the Borrower delivers to the Administrative Agent, in accordance with the terms of the Pledge Agreement, one or more Joinders (as defined therein) effecting the pledge of the Equity Interests in one or more Property-Level Subsidiaries that are Unpledgeable Subsidiaries on the Closing Date, and, in each case, (I) all of whose parent entities (that are Subsidiaries of the Borrower) are Unpledgeable Subsidiaries on the Closing Date and (II) each of which is (or is the Subsidiary of) a Subsidiary Guarantor on the Closing Date (each, a “Closing Date Unpledgeable Property-Level Subsidiary”); provided that this Section 2(b)(i)(B) shall only a...

Downward Adjustments. The Base Purchase Price shall be adjusted downward by the following: (i) Royalties, net profits, production payments, and other proceeds attributable to the Acquired Assets on or after the Effective Time and received by Seller (and not paid to Purchaser pursuant to Section 14.2); (ii) the amount of all pre-Effective Time Property Expenses attributable to the Acquired Assets and paid by Purchaser before the Final Settlement Date, and all Royalties attributable to Hydrocarbons produced from the Acquired Assets before the Effective Time and paid by Purchaser before the Final Settlement Date; (iii) the amount of Seller’s proportionate share of all unpaid Property and Production Taxes as calculated under Section 15.1; (iv) the amount of the Title Defect Adjustment, if any; (v) the amount of the Environmental Defect Adjustment, if any; (vi) the amount of the Allocated Value of each Acquired Asset affected by a Preferential Right which has been excluded from the Acquired Assets to be conveyed to Purchaser at Closing pursuant to Section 10.9(c); (vii) the amount of the Allocated Value of each Acquired Asset which has been excluded from the Acquired Assets to be conveyed to Purchaser at Closing pursuant to Section 6.1(b); (viii) the amount of the Allocated Value of the Acquired Lease affected by a Material Required Consent which has been held back from the Acquired Assets to be conveyed to Purchaser at Closing pursuant to Section 10.8(b); and (ix) the amount deposited into the Defects Escrow by Purchaser pursuant to Section 5.6(d) with respect to Post-Closing Curable Title Defects.

Downward Adjustments. The Purchase Price shall be adjusted downward by the following: 1. Proceeds received and retained by Seller (net of applicable Taxes and royalties) that are attributable to production from the Assets at or after the Effective Time; 2. The amount of all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, that remain unpaid by Seller, or that have been paid by Buyer, that are attributable to the period prior to the Effective Time; 3. An amount equal to adjustments for Title Defects, Environmental Defects, Casualty Losses and Exclusion Adjustments, and other adjustments as set forth in this Agreement; 4. The amount of the Deposit plus interest earned thereon; 5. The amount of suspended funds Buyer assumes responsibility for pursuant to Section 14.3; and 6. Any other amount agreed to by Buyer and Seller.

Downward Adjustments the Purchase Price shall be adjusted downward for (i) Defect Values in accordance with Section 4.6, (ii) the Allocated Value of each Lease excluded pursuant to Section 4.7 and (iii) Casualty Losses in accordance with Section 10.5;

Downward Adjustments. The Purchase Price shall be adjusted downward by the following: (i) An amount equal to the sum of all Title Purchase Price Adjustments as defined in Section 4.7; (ii) An amount equal to Environmental Purchase Price Adjustment, as defined in Section 5.6; (iii) The proceeds of production attributable to the Assets occurring on or after the Effective Time and received by Seller, net of royalties and taxes measured by production; (iv) To the extent that there are any pipelines imbalances, if the net of such imbalances is an underdelivery imbalance (that is, at the Effective Time, Seller has delivered less gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted downward by the product of the price received by Seller times the net underdelivery balance in MMbtus. (v) To the extent that the gas imbalance volumes attributable to the Xxxxx set forth on Exhibit C, in the aggregate, reflect less than the actual volume of gas in MMbtus which Seller is obligated to deliver in excess of its fractional interest in the xxxxx as a result of overproduction by Seller from the Xxxxx as of the Effective Time (such additional volume of overproduced gas being the "Additional Overproduced Gas"), the Purchase Price shall be adjusted downward by an amount equal to the product of Two Dollars ($2.00) times the Additional Overproduced Gas; (vi) An amount equal to the Seller Property Tax, as defined in Section 13.1; (vii) An amount equal to the Suspense Accounts, as defined in Section 12.2; and (viii) Any other amount provided in this Agreement or agreed upon by Seller and Buyer.

Downward Adjustments. The number of Unadjusted Shares shall be adjusted as of the Closing downward by a number of shares of Company Common Stock, rounded to the nearest whole number, calculated by dividing (x) the sum of the following amounts (without duplication) by (y) $10.00: (i) the amount of (A) any and all cash and rights to repayment under any Sponsor Loans distributed by the HighPeak Entities, plus (B) any and all revenues of any HighPeak Entity that are paid directly to Contributor or any of its Affiliates (other than a HighPeak Entity) and that are not remitted to such HighPeak Entity, in each case, to the extent distributed or paid during the period that commences on the Effective Date and ends immediately prior to the Closing, subject to reasonable supporting documentation provided by Contributor to Parent; and (ii) any other amounts otherwise agreed upon in writing by the Parties.

Downward Adjustments. The Purchase Price will be decreased by the following expenses and revenues (without duplication) ( “Downward Adjustments”): (a) ASSIGNOR’s share of all actual production and operating costs and expenses, overhead charges under applicable operating agreements, capital expenditures paid or incurred by ASSIGNEE in connection with ownership or operation of the Property (including without limitation royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for the period before the Effective Date; (b) ASSIGNOR’s share (ASSIGNEE’s share after Closing) of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income attributable to the Property and received by ASSIGNOR, including the proceeds from any sale by ASSIGNOR of the Stock Tank Oil and the Pipeline Inventory, to the extent they are attributable to the ownership and operation of the Property on or after the Effective Date; and (c) Any other decreases in the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR and ASSIGNEE.