Effective Time; Proration of Costs and Revenues Clause Samples
Effective Time; Proration of Costs and Revenues. (a) Subject to the other terms and conditions of this Agreement, possession of the Assets shall be transferred from Seller to Purchaser at the Closing, but certain financial benefits and burdens of the Assets shall be transferred effective as of 7:00 a.m., Mountain Time, on July 1, 2013 (the “Effective Time”), as described below.
(b) Purchaser shall be entitled to all production of Hydrocarbons from or attributable to the Assets at and after the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets at and after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Expenses incurred at and after the Effective Time.
(c) Seller shall be entitled to all production of Hydrocarbons from or attributable to the Assets prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Expenses incurred prior to the Effective Time.
(d) Should Purchaser receive after Closing any proceeds or other income to which Seller is entitled under Section 2.4(c), Purchaser shall fully disclose, account for and promptly remit the same to Seller. If, after Closing, Seller receives any proceeds or other income with respect to the Assets to which Purchaser is entitled pursuant to Section 2.4(b), Seller shall fully disclose, account for, and promptly remit the same to Purchaser. If, after Closing, Seller receives any proceeds, payments or other credits with respect to the Third Party Costs (which are not accounted for in the adjustments provided for in Section 8.4(b)), Seller shall fully disclose, account for, and promptly remit the same to Purchaser.
(e) Should Purchaser pay after Closing any Property Expenses for which Seller is responsible under Section 2.4(c), Seller shall reimburse Purchaser within five Business Days after receipt of an invoice with respect to such Property Expenses, accompanied by copies of the relevant vendor or other invoice and proof of payment. Should Seller pay after Closing any Property Expenses for which Purchaser is responsible under Section 2.4(b), Purchaser shall reimburse Seller within five Business Days after receipt of an invoice with respect to such Property Expenses, acco...
Effective Time; Proration of Costs and Revenues. (a) Subject to the other terms and conditions of this Agreement, (i) possession of the BBEP Partnership ECF Assets, BBEP Partnership S▇▇▇▇▇▇▇ Assets and PCEC Partnership Assets will be transferred from the Partnership to BOLP, BBF and PCEC, respectively, on the date of Closing and (ii) possession of the BBEP Non-Partnership S▇▇▇▇▇▇▇ Assets will be transferred from PCEC to BBF on the date of Closing. However, BBEP and PCEC shall be entitled to and responsible for, as applicable, their respective proportionate shares of certain financial benefits, burdens and liabilities of the Partnership Assets and Non-Partnership S▇▇▇▇▇▇▇ Assets, as applicable, effective as of 7:00 a.m., Central Time, on April 1, 2012 (the “Effective Time”), as described below.
(b) With respect to the Partnership Assets, the references in this Section 6 to BBEP or PCEC’s “proportionate share” will be based on the following interest allocations: BBEP 65.0000 % PCEC 35.0000 % Similarly, with respect to the Non-Partnership S▇▇▇▇▇▇▇ Assets, the references in this Section 6 to BBEP or PCEC’s “proportionate share” will be based on the following interest allocations: BBEP 62.3737 % PCEC 37.6263 %
(c) BBEP and PCEC shall be entitled to their proportionate share of all production of Hydrocarbons from or attributable to the Partnership Assets and the Non-Partnership S▇▇▇▇▇▇▇ Assets at and after the Effective Time (and all products and proceeds attributable thereto), and to their proportionate share of all other income, proceeds, receipts and credits earned with respect to the Partnership Assets and the Non-Partnership S▇▇▇▇▇▇▇ Assets at or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs (based on their proportionate shares) incurred at and after the Effective Time.
(d) The Partnership shall be entitled to all production of Hydrocarbons from or attributable to Partnership Assets prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Partnership Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs (with respect to the Partnership Assets) incurred prior to the Effective Time. All financial benefits and burdens of the Partnership under this Section 6(d) shall be allocated between BBEP and BEP in the same proportions that such benefits and burdens w...
Effective Time; Proration of Costs and Revenues. (a) Subject to the other terms and conditions of this Agreement, (i) possession of the BBEP Partnership ECF Assets, BBEP Partnership S▇▇▇▇▇▇▇ Assets and PCEC Partnership Assets will be transferred from the Partnership to BOLP, BBF and PCEC, respectively, on the date of Closing and (ii) possession of the BBEP Non-Partnership S▇▇▇▇▇▇▇ Assets will be transferred from PCEC to BBF on the date of Closing. However, BBEP and PCEC shall be entitled to and responsible for, as applicable, their respective proportionate shares of certain financial benefits, burdens and liabilities of the Partnership Assets and Non-Partnership S▇▇▇▇▇▇▇ Assets, as applicable, effective as of 7:00 a.m., Central Time, on April 1, 2012 (the “Effective Time”), as described below.
(b) With respect to the Partnership Assets, the references in this Section 6 to BBEP or PCEC’s “proportionate share” will be based on the following interest allocations: BBEP 65.0000 % PCEC 35.0000 % Similarly, with respect to the Non-Partnership S▇▇▇▇▇▇▇ Assets, the references in this Section 6 to BBEP or PCEC’s “proportionate share” will be based on the following interest allocations: BBEP 62.3737 % PCEC 37.6263 %
(c) BBEP and PCEC shall be entitled to their proportionate share of all production of Hydrocarbons from or attributable to the Partnership Assets and the Non-Partnership S▇▇▇▇▇▇▇ Assets at and after the Effective Time (and all products and proceeds attributable thereto), and to their proportionate share of all other income, proceeds, receipts and credits earned with respect to the Partnership Assets and the Non-Partnership S▇▇▇▇▇▇▇ Assets at or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs (based on their proportionate shares) incurred at and after the Effective Time.
(d) The Partnership shall be entitled to all production of Hydrocarbons from or attributable to Partnership Assets prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Partnership Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs (with respect to the Partnership Assets) incurred prior to the Effective Time. All financial benefits and burdens of the Partnership under this Section 6(d) shall be allocated between BBEP and BEP in the same proportions that such benefits and burdens w...