Common use of Estimated Adjustment Statement Clause in Contracts

Estimated Adjustment Statement. (a) On the date hereof, the Sellers shall prepare and deliver to the Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the date hereof (the "Adjustment Date"): (i) a good faith estimate of the accrued liabilities of each Purchased Entity that will remain unpaid following the Adjustment Date ("Liabilities"), excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under the Financing Documents outstanding on the date hereof, excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of the accrued gross revenues of each Purchased Entity that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of each Purchased Entity that have been paid in advance (including property taxes) as prorated for the period following the Adjustment Date ("Prepaid Expenses"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers under Section 3.1(j) of the Agreement. For the avoidance of doubt, Liabilities shall not include any liabilities of any Purchased Entity to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior to the date hereof. (b) If the Liabilities as set forth on the Estimated Adjustment Statement for all of the Purchased Entities in the aggregate exceed the sum of the Sellers' Credits (as defined below), the amount paid by the Purchasers under Section 2.2 of the Agreement will be reduced (pro-rata to each Seller) by an amount equal to the excess. If the Sellers' Credits exceed the Liabilities for all of the Purchased Entities in the aggregate as set forth thereon, the amount paid by the Purchasers under Section 2.2 of the Agreement will be increased (pro-rata to each Seller) by an amount equal to the excess. For purposes hereof, the "Sellers' Credits" mean all Accounts Receivable, plus the Prepaid Expenses, in each case for all of the Purchased Entities in the aggregate as set forth on the Estimated Adjustment Statement. (c) Notwithstanding anything in this Schedule IV to the contrary, the Parties agree that, for purposes of making the adjustments contemplated by this Schedule IV, (1) Intercompany Obligations shall not be included in either Liabilities or Accounts Receivable; (2) Liabilities that have been assumed by the Sellers or any of them pursuant to the MMS Audit Letter, and any related credits in favor of any of the Ormesa Entities described in such MMS Audit Letter that will inure to the benefit of the Sellers, shall be governed by the MMS Audit Letter and shall not be included in Liabilities or the Sellers' Credits; and (3) Liabilities that have been assumed by the Sellers or any of them pursuant to the IID Letter, and any related credits in favor of any of the Ormesa Entities described in such IID Letter that will inure to the benefit of the Sellers, shall be governed by the IID Letter and shall not be included in Liabilities or the Sellers' Credits.

Estimated Adjustment Statement. (a) On the date hereofClosing Date, the Sellers Seller shall prepare and deliver to the Purchasers Buyer a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the date hereof Closing Date (the "Adjustment Date"): (i) a good faith estimate of the accrued liabilities accounts payable of each Purchased Entity the Company that will remain unpaid following the Adjustment Date ("Liabilities"), excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under the Financing Documents outstanding on the date hereof, excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of the accrued gross revenues of each Purchased Entity the Company, excluding inter-company items, that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of each Purchased Entity the Company that have been paid in advance (including property taxes, royalties and rent) as prorated for the period following the Adjustment Date ("Prepaid Expenses"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers Buyer under Section 3.1(j2(j) of the Agreement. For Without limiting or expanding the avoidance definition of doubt"accounts payable", Liabilities shall not include the parties agree that the term "accounts payable" excludes any liabilities of any Purchased Entity to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior relating to the date matters described in Schedule 2(e), inter-company items and taxes, to the extent covered by Section 13 hereof. (b) If the Liabilities as set forth on the Estimated Adjustment Statement for all of the Purchased Entities in the aggregate exceed the sum of the Sellers' Credits (Accounts Receivable plus the Prepaid Expenses as defined below)set forth thereon, the amount paid by the Purchasers Buyer under Section 2.2 1(b) of the Agreement will be reduced (pro-rata to each Seller) by an amount equal to the excess. If the Sellers' Credits Accounts Receivable plus the Prepaid Expenses as set forth on the Estimated Adjustment Statement exceed the Liabilities for all of the Purchased Entities in the aggregate as set forth thereon, the amount paid by the Purchasers Buyer under Section 2.2 1(b) of the Agreement will be increased (pro-rata to each Seller) by an amount equal to the excess. For purposes hereof, the "Sellers' Credits" mean all Accounts Receivable, plus the Prepaid Expenses, in each case for all of the Purchased Entities in the aggregate as set forth on the Estimated Adjustment Statement. (c) Notwithstanding anything in this Schedule IV to the contrary, the Parties agree that, for purposes of making the adjustments contemplated by this Schedule IV, (1) Intercompany Obligations shall not be included in either Liabilities or Accounts Receivable; (2) Liabilities that have been assumed by the Sellers or any of them pursuant to the MMS Audit Letter, and any related credits in favor of any of the Ormesa Entities described in such MMS Audit Letter that will inure to the benefit of the Sellers, shall be governed by the MMS Audit Letter and shall not be included in Liabilities or the Sellers' Credits; and (3) Liabilities that have been assumed by the Sellers or any of them pursuant to the IID Letter, and any related credits in favor of any of the Ormesa Entities described in such IID Letter that will inure to the benefit of the Sellers, shall be governed by the IID Letter and shall not be included in Liabilities or the Sellers' Credits.

Estimated Adjustment Statement. (a) On the date hereof, the Sellers shall prepare and deliver to the Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the date hereof (the "Adjustment Date"): (i) a good faith estimate of the accrued liabilities of each Purchased Entity that will remain unpaid following the Adjustment Date ("Liabilities"), excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II IH Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under the Financing Documents outstanding on the date hereof, excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of the accrued gross revenues of each Purchased Entity that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of each Purchased Entity that have been paid in advance (including property taxes) as prorated for the period following the Adjustment Date ("Prepaid Expenses"); and (iv) a good faith estimate of the aggregate sum of the Interim Capital Expenditures as authorized by the Purchasers in the Letter Agreement Concerning Capital Expenditures that will have been made to and including the Adjustment Date, plus interest accrued on such Interim Capital Expenditures from the date made until the Closing Date at a variable rate equal to the Prime Rate from time to time in effect (collectively, the "Capital Expenditures Amount"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers under Section 3.1(j) of the Agreement. For the avoidance of doubt, Liabilities shall not include any liabilities of any Purchased Entity to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior to the date hereof. (b) If the Liabilities as set forth on the Estimated Adjustment Statement for all of the Purchased Entities in the aggregate exceed the sum of the Sellers' Credits (as defined below), the amount paid by the Purchasers under Section 2.2 of the Agreement will be reduced (pro-rata to each Seller) by an amount equal to the excess. If the Sellers' Credits exceed the Liabilities for all of the Purchased Entities in the aggregate as set forth thereon, the amount paid by the Purchasers under Section 2.2 of the Agreement will be increased (pro-rata to each Seller) by an amount equal to the excess. For purposes hereof, the "Sellers' Credits" mean all Accounts Receivable, plus the Prepaid Expenses, plus the Capital Expenditures Amount, in each case for all of the Purchased Entities in the aggregate as set forth on the Estimated Adjustment Statement. (c) Notwithstanding anything in this Schedule IV to the contrary, the Parties agree that, for purposes of making the adjustments contemplated by this Schedule IV, (1) Intercompany Obligations shall not be included in either Liabilities or Accounts Receivable; (2) Liabilities that have been assumed by the Sellers or any of them pursuant to the MMS Audit Letter, and any related credits in favor of any of the Ormesa Entities described in such MMS Audit Letter that will inure to the benefit of the Sellers, shall be governed by the MMS Audit Letter and shall not be included in Liabilities or the Sellers' Credits; and (3) Liabilities that have been assumed by the Sellers or any of them pursuant to the IID Letter, and any related credits in favor of any of the Ormesa Entities described in such IID Letter that will inure to the benefit of the Sellers, shall be governed by the IID Letter and shall not be included in Liabilities or the Sellers' Credits; (4) the maximum amount of Liabilities payable to New Albion Resources Company included in the adjustments shall be $150,000; and (5) $100,000 will be included in Liabilities on account of plug and abandon expenses for Well Number 18-28, irrespective of whether such liability is accrued or reflected on the financial statements.

Estimated Adjustment Statement. (a) On the date hereofClosing Date, the Sellers shall prepare and deliver to the Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the date hereof Closing Date (the "Adjustment Date"): (i) a good faith estimate of the accrued liabilities of each Purchased Entity BPP that will remain unpaid following the Adjustment Date ("Liabilities"), excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under the Financing Documents outstanding on the date hereof, excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of the accrued gross revenues of each Purchased Entity BPP that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of each Purchased Entity BPP that have been paid in advance (including property taxestaxes and insurance) as prorated for the period following the Adjustment Date ("Prepaid Expenses"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers under Section 3.1(j) of the Agreement. For the avoidance of doubt, Liabilities shall not include any liabilities of any Purchased Entity to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior to the date hereof. (b) If the Liabilities as set forth on the Estimated Adjustment Statement for all of the Purchased Entities in the aggregate exceed the sum of the Sellers' Credits (as defined below), Accounts Receivable plus the amount paid by the Purchasers under Section 2.2 of the Agreement will be reduced (pro-rata to each Seller) by an amount equal to the excess. If the Sellers' Credits exceed the Liabilities for all of the Purchased Entities in the aggregate Prepaid Expenses as set forth thereon, the amount paid by the Purchasers under Section 2.2 2.2(b) of the Agreement will be increased (pro-rata to each Seller) reduced by an amount equal to the excess. For purposes hereof, If the "Sellers' Credits" mean all Accounts Receivable, Receivable plus the Prepaid Expenses, in each case for all of the Purchased Entities in the aggregate Expenses as set forth on the Estimated Adjustment Statement. (cStatement exceed the Liabilities as set forth thereon, the amount paid by the Purchasers under Section 2.2(b) Notwithstanding anything in this Schedule IV of the Agreement will be increased by an amount equal to the contrary, the Parties agree that, for purposes of making the adjustments contemplated by this Schedule IV, (1) Intercompany Obligations shall not be included in either Liabilities or Accounts Receivable; (2) Liabilities that have been assumed by the Sellers or any of them pursuant to the MMS Audit Letter, and any related credits in favor of any of the Ormesa Entities described in such MMS Audit Letter that will inure to the benefit of the Sellers, shall be governed by the MMS Audit Letter and shall not be included in Liabilities or the Sellers' Credits; and (3) Liabilities that have been assumed by the Sellers or any of them pursuant to the IID Letter, and any related credits in favor of any of the Ormesa Entities described in such IID Letter that will inure to the benefit of the Sellers, shall be governed by the IID Letter and shall not be included in Liabilities or the Sellers' Creditsexcess.

Estimated Adjustment Statement. No later than five (a5) On the date hereof, the Sellers shall prepare and deliver to the Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day Business Days prior to the date hereof Closing Date, Seller shall prepare in good faith and deliver or cause to be delivered to Buyer (the "Adjustment Date"): x) (i) a good faith estimate an updated version of Exhibit H reflecting any re-valuation of Properties located in the United Kingdom in accordance with the terms hereof and (ii) the updated Company Indebtedness Estimate Amount reflecting any re-valuation of the accrued liabilities of each Purchased Entity that will remain unpaid following Company Indebtedness Estimate Amount in accordance with the Adjustment Date ("Liabilities")terms hereof, excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under an estimate of (i) Closing Date Working Capital (the Financing Documents outstanding on the date hereof“Estimated Working Capital”), excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of Closing Date Indebtedness (the accrued gross revenues of each Purchased Entity that will not have been received prior to the Adjustment Date ("Accounts Receivable"“Estimated Indebtedness”); and , (iii) Closing Date Lender Reserves (the expenses “Estimated Lender Reserves”) and (iv) any Adjustment Amount(s) (such statement, the “Estimated Adjustment Statement”), in the case of each Purchased Entity that have been paid in advance of subclauses (including property taxesi)-(iii) as prorated for of the period following Determination Time and prepared (A) in accordance with United States generally accepted accounting principles (“GAAP”) and (B) on a basis consistent with the sample calculation of Working Capital, Indebtedness and Lender Reserves (the “Sample Adjustment Date Calculation”) set forth on Exhibit B hereto together with any accounting principles, procedures, policies and methods also set forth on such exhibit ("Prepaid Expenses"collectively, the “Adjustment Principles”); provided, that, in the event of any inconsistency among the foregoing, Exhibit B shall dictate the treatment of such inconsistency followed by GAAP. The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with accompanied by such backup materials and schedules as are reasonably necessary to support the financial statements delivered to the Purchasers under Section 3.1(j) accuracy of the Agreementinformation contained therein. For To the avoidance extent reasonably requested by Buyer, at Buyer’s expense (limited, with respect to Seller, to Seller’s reasonable and documented out-of-pocket expenses), Seller will provide reasonable access to members of doubt, Liabilities shall not include the Seller Group’s accounting and financial staff in connection with Buyer’s review of the Estimated Adjustment Statement. Seller will review any liabilities of any Purchased Entity comments proposed by Buyer with respect to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior to the date hereof. (b) If the Liabilities as set forth on the Estimated Adjustment Statement for all and will consider, in good faith, any appropriate changes. Buyer and Seller acknowledge and agree that (A) the exercise by Buyer of the Purchased Entities foregoing review right, and any subsequent consultation with Seller in respect thereto, shall not delay or postpone the occurrence of the Closing and, (B) if the Seller and Buyer are unable to agree on any amount set forth in the aggregate exceed the sum of the Sellers' Credits (as defined belowEstimated Adjustment Statement, without limiting Buyer’s rights under Section 2.4(d), the amount paid proposed by the Purchasers under Section 2.2 Seller shall be used for purposes of the Agreement will be reduced (pro-rata to each Seller) by an amount equal to the excess. If the Sellers' Credits exceed the Liabilities for all of the Purchased Entities in the aggregate as set forth thereon, the amount paid by the Purchasers under Section 2.2 of the Agreement will be increased (pro-rata to each Seller) by an amount equal to the excess. For purposes hereof, the "Sellers' Credits" mean all Accounts Receivable, plus the Prepaid Expenses, in each case for all of the Purchased Entities in the aggregate as set forth on the Estimated Adjustment Statement. (c) Notwithstanding anything in this Schedule IV to the contrary, the Parties agree that, for purposes of making the adjustments contemplated by this Schedule IV, (1) Intercompany Obligations shall not be included in either Liabilities or Accounts Receivable; (2) Liabilities that have been assumed by the Sellers or any of them pursuant to the MMS Audit Letter, and any related credits in favor of any of the Ormesa Entities described in such MMS Audit Letter that will inure to the benefit of the Sellers, shall be governed by the MMS Audit Letter and shall not be included in Liabilities or the Sellers' Credits; and (3) Liabilities that have been assumed by the Sellers or any of them pursuant to the IID Letter, and any related credits in favor of any of the Ormesa Entities described in such IID Letter that will inure to the benefit of the Sellers, shall be governed by the IID Letter and shall not be included in Liabilities or the Sellers' Credits.