Operating Adjustments. Subject to all other provisions of this Agreement, all benefits and obligations of any kind and nature relating to the operation of the Purchased Interest conveyed pursuant to this Agreement, excluding income taxes but otherwise, including, without limitation: Production Expenditures, maintenance, development, operating and capital costs, government incentives and administration fees, royalties and other burdens, and proceeds from the sale of production whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Adjustment Date in accordance with generally accepted accounting principles, between the Vendor and Purchaser in respect of the Purchased Interest. For greater certainty, adjustments in respect of production, if any, shall be made in favour of Vendor in respect of production beyond the wellhead at the Adjustment Date. On or before the second Business Day prior to the Closing Date, or as otherwise agreed between the Parties, Vendor shall provide to Purchaser prior to the Closing Time a written statement of all such adjustments to be made at Closing, and shall cooperate with Purchaser to enable Purchaser to verify the accuracy of such statement. Adjustments not settled or incorrectly settled prior to or at Closing shall be settled by payment to or by Vendor and Purchaser, as the case may be, as soon as practicable after Closing. The intention of the Parties is that final settlement shall occur within one hundred and eighty (180) days following the Closing Time, but it is recognized that adjustments may be made after that time. No adjustments shall be made after one (1) year from the Closing Time unless written notice of the requested adjustment, with reasonable particulars, is given within one (1) year from the Closing Time, provided however that adjustments arising as a consequence of Crown royalty audits, joint venture audits or thirteenth month adjustments for gas plant throughput and gas cost allowance for the Assets are not subject to the one (1) year limit. Any amount owing to a Party by the other Party pursuant to any provision of this Agreement after Closing and remaining unpaid after written notice of such failure to pay shall bear compound interest, as computed monthly, from the day such amount was due to be paid until the day such amount was paid, at the rate of two (2%) percent per annum above the rate designated as the prime rate for Canadian dollar commercial loans by the main branch in ...
Operating Adjustments. (a) Subject to all other provisions of this Agreement, all benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to this Agreement, including without limitation maintenance, development, operating and capital costs, government incentives, royalties and other burdens, and proceeds from the sale of production (except in the case of gas that is not dedicated to specific sales contracts or other arrangements, where the adjustment will be based on the weighted average price received by Vendor for such gas produced after the Effective Date from the province in which the gas is sold and referred to by Vendor as Vendor's "Corporate Pool Price"), whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Effective Date in accordance with generally accepted accounting principles. Notwithstanding the generality of the foregoing, the following principles shall apply to adjustments made under this article:
Operating Adjustments. 18 Section 6.3
Operating Adjustments. (a) Xxxxx R&M may modify the operations of the Ancillary Equipment or the Xxxxx Complex at its discretion so long as such modification does not (i) in any way impede production of the Required Product Mix, (ii) cause an increase in the reimbursable costs of the Xxxxx Company that are payable hereunder that is not offset by a corresponding increase in revenues under the Product Purchase Agreement, (iii) adversely affect the reliability of or the useful life of either the Xxxxx Complex or the Ancillary Equipment, or (iv) otherwise have a material adverse effect on the Xxxxx Company, the Xxxxx Complex, the Ancillary Equipment or the Refinery (including, without limitation, a material adverse effect on the ability of the Xxxxx Company to pay its Senior Debt Obligations when they become due and payable or to prepay Senior Debt in accordance with the Base Case Financial Model).
Operating Adjustments. At Closing, all operating adjustments between Buyer and Seller provided for pursuant to the terms of this Agreement shall be made on the basis of estimates using the most current information available as of the Closing Date. Buyer and Seller agree that within sixty (60) days after the completion of the Close of Escrow hereunder, Buyer and Seller shall make a final settlement of all operating adjustments to be made pursuant to the terms of this Agreement; provided that there will be a one-time readjustment, if necessary with respect to real estate taxes and such readjustment shall occur within sixty (60) days of the issuance of the final tax xxxx. This provision shall survive Closing for the periods stated herein.
Operating Adjustments. Subject to all other provisions of this Agreement, all benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to this Agreement, excluding income taxes but otherwise including without limitation maintenance, development, operating and capital costs, government incentives and administration fees, royalties and other burdens, and proceeds from the sale of production, whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Adjustment Date in accordance with generally accepted accounting principles. For greater certainty, adjustments in respect of production, if any, shall be made in favour of Vendor in respect of production beyond the wellhead at the Adjustment Date and in favour of Purchaser in respect of all other production. The adjustments shall constitute an increase or decrease, as the case may be, to the Purchase Price and to the amount allocated to the Petroleum and Natural Gas Rights. Vendor shall provide to Purchaser within a reasonable time prior to the Closing Time a written statement of all such adjustments to be made at Closing, and shall cooperate with Purchaser to enable Purchaser to verify the accuracy of such statement. Adjustments not settled or incorrectly settled prior to or at Closing shall be settled by payment to or by Vendor and Purchaser, as the case may be, as soon as practicable after Closing. The intention of the Parties is that final settlement shall occur within 180 days following the Closing Time, but it is recognized that adjustments may be made after that time. No adjustments shall be made after 12 months from the Closing Time unless written notice of the requested adjustment, with reasonable particulars, is given within 12 months from the Closing Time, provided however that adjustments arising as a consequence of Crown royalty audits and joint venture audits are not subject to the 1 year limit. During the 12-month period following the Closing Time, Purchaser may audit Vendor’s books, records and accounts respecting the Assets, for effecting adjustments pursuant to this section 7.1. Such audit shall be conducted upon reasonable notice to Vendor at Vendor’s offices during Vendor’s normal business hours, and shall be conducted at Purchaser’s sole expense. Any claims of discrepancies disclosed by such audit shall be made in writing to Vendor within thirty (30) days following the completion of such audit and Vendor shall respo...
Operating Adjustments. Subject to all other provisions of this Agreement, all revenues and benefits and expenditures and obligations of any kind and nature relating to the ownership, operation and development of the Assets conveyed pursuant to this Agreement, including without limitation maintenance, development, operating and capital costs, government incentives and administration fees, royalties and other burdens, and proceeds from the sale of production whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Adjustment Date, on an accrual basis, in accordance with generally accepted accounting principles, provided that:
Operating Adjustments. The following matters and items pertaining to the Property, the Hotel and the Hotel Business shall be apportioned between Purchaser and Sellers or, where applicable, credited in total to a particular party, as of the Time of Transfer, in accordance with the Closing Statement. The net credits in favor of Purchaser shall be deducted from the balance of the Purchase Price at the Closing and the net credits in favor of Sellers shall be added to the Purchase Price at the Closing. Unless otherwise indicated below, Purchaser shall receive a credit for any of the following items to the extent the same are accrued but unpaid as of the Time of Transfer (whether or not due, owing or delinquent as of the Time of Transfer), and Sellers shall receive a credit to the extent any of the following items shall have been paid prior to the Closing Date to the extent the payment thereof relates to any period of time after the Time of Transfer.
Operating Adjustments. Subject to all other provisions of the Agreement (including, without limitation, sections 6.1, 6.2, 6.3, 6.5 and 6.6), all other benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to the Agreement, excluding income taxes but otherwise including without limitation maintenance, development, operating and capital costs, government incentives, royalties and other burdens, and proceeds from the sale of production, whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Effective Date in accordance with generally accepted accounting principles. For greater certainty, items to be considered shall include, without limitation, matters such as:
Operating Adjustments. Each Party agrees to modify the terms in the Exhibits when and to the extent that the other Party significantly changes the operation of its facilities under this Agreement. In the event of any operational changes, the affected Party shall be notified as soon as reasonably possible. The Party providing Services shall, subject to the other provisions of this Agreement, use reasonable effort to accommodate the Party needing Services and the Parties shall cooperate to effectuate the intent of this Section. The fees charged by the Party providing Services for Services that were changed to accommodate the other Party shall be mutually agreed by the Parties.
