Non-Fixed-Price Entries. If Client does not elect to purchase an agreed number of Entries for future Subscription Years, then pricing of Entries will be subject to MMI’s then-standard rate for Entries.
Non-Fixed-Price Entries Sample Clauses
Related to Non-Fixed-Price Entries
Adjustments to Purchase Price The Preliminary Purchase Price shall be adjusted as follows and the resulting amount shall be herein called the “Final Purchase Price”: (a) The Preliminary Purchase Price shall be adjusted upward by the following: (1) The value of all merchantable oil in storage above the pipeline connection at the Effective Time that is credited to the Interests, such value to be the market or contract price in effect as of the Effective Time less taxes deducted by the purchaser of such oil; (2) The amount of all expenditures (including, without limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance, windfall profit and other taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, expenses billed under applicable operating agreements and, in the absence of an operating agreement, expenses of the sort customarily billed under such agreements) paid by or on behalf of Seller in connection with the operation of the Interests after the Effective Time; (3) An amount equal to all prepaid expenses attributable to the Interests that are paid by or on behalf of Seller prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable to the period after the Effective Time including, without limitation, prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; and (4) Any other amount agreed upon in writing by Seller and Buyer. (b) The Preliminary Purchase Price shall be adjusted downward by the following: (1) Proceeds received by Seller prior to the Closing Date attributable to the Interests and that are, in accordance with generally accepted accounting principles, attributable to the period of time after the Effective Time; (2) An amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom accruing to the Interests prior to the Effective Time, which amount shall be computed based upon such taxes assessed against the applicable portion of the Interests for the preceding calendar year or, if such taxes are assessed on other than a calendar year basis, for the tax related year last ended; (3) An amount equal to the sum of all Defect Adjustments and Exclusion Adjustments (as those terms are defined in Section 5.03); and (4) An amount equal to the allocated purchase price for the particular WI Owner specified in Exhibit “A” hereto for any WI Owner listed in Exhibit “A” that does not agree to sell and join in the Assignment to Buyer. In that event, the WI and NRI fractions set forth in Exhibit “B” for any lease in which any WI Owner elects not to join shall be adjusted downward by the parties to exclude the WI and NRI of the non-joining WI Owner. (5) Any other amount agreed upon in writing by Seller and Buyer.
