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:
(i) all costs incurred in connection with work performed or goods and services provided in respect of the Assets will be deemed to have accrued as of the date the work was performed or the goods and services were provided, regardless of the time those costs became payable;
(ii) advances, cash calls and deposits by the Vendor for operations pertaining to the Assets will be adjusted under this Article, or replaced by Purchaser, and, if adjusted, will be transferred to, and be for the benefit of the Purchaser;
(iii) adjustments in respect of production, if any, shall be made in favour of Vendor in respect of production beyond the wellhead at or before the Effective Date and in favour of Purchaser in respect of all other production;
(iv) the adjustments shall constitute an increase or decrease, as the case may be, to the Cash Purchase Price and to the amount allocated to the Petroleum and Natural Gas Rights;
(v) all surface and mineral lease payments and all taxes shall be apportioned on a per diem basis as of the Effective Date;
(vi) Vendor shall report all net revenue received or accrued between the Effective Date and Closing Date as its own, for income tax purposes. Adjustments in favour of the Vendor shall be made in an amount equal to the income taxes payable on the Assets' operating income (being field revenue less royalties and operating costs), from the Effective Date until Closing Time at the deemed rate of twenty five (25%) percent of operating income;
(vii) t...
Operating Adjustments. Subject to all other provisions of this Agreement, at Closing Time 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, 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 on a cash and an accrual basis 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 Effective Date and in favour of Purchaser in respect of all other production. The net 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 Time shall be settled by payment to or by Vendor and Purchaser, as the case may be, as soon as practicable after Closing Time. The intention of the Parties is that final settlement shall occur within 90 days following the Closing Time, but it is recognized that adjustments may be made after that time. No adjustments shall be made after 1 year from the Closing Time unless written notice of the requested adjustment, with reasonable particulars, is given within 1 year 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.
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).
(b) The Xxxxx Company and Xxxxx R&M agree to modify the Schedules when and to the extent necessary in connection with adjustments permitted by this Section 6.2. In the event of any such adjustments, Xxxxx R&M shall notify the Xxxxx Company as soon as reasonably possible, and the parties shall cooperate to effect the intent of this Section.
(c) To the extent Xxxxx R&M determines, in its reasonable business judgment and in conformity with Prudent Industry Practices, that it is economically and technically prudent to process Xxxxx Company feedstreams through another Xxxxx R&M processing unit at the Refinery which has substantially the same processing capabilities as a unit comprising the Heavy Oil Processing Facility, Xxxxx R&M may substitute the processing capacity of such unit with the other Xxxxx R&M unit so long as (i) a substantially equivalent volume of Xxxxx R&M feedstreams are processed through the unit comprising the Ancillary Equipment, (ii) the Xxxxx Processing Fees shall be calculated as if the Xxxxx Company feedstreams were processed through the Heavy Oil Processing Facility unit, and (iii)Xxxxx R&M believes in its reasonable good faith judgment that the result of such exchange of processing capacities will be to maximize the profitability of the Refinery as a whole in a manner (A) that is mutually beneficial to Xxxxx R&M and the Xxxxx Company and (B) that does not maximize the profitability of Xxxxx R&M at the expense of the Xxxxx Company.
(d) To the extent that operational difficulties cause Actual Crude Capacity for any day to be less than Crude Design Capacity, Xxxxx R&M sha...
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. 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.
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. Other than with respect to adjustments in fees, which are discussed elsewhere in the Agreement, each Party agrees to modify the Exhibits hereto when and to the extent that the other Party significantly changes its Galena Park operations; provided, however, that such modification does not have a net negative economic or operational impact upon the other Party. In the event of any such plant operation changes, the Receiving Party shall be notified as soon as reasonably possible, the Providing Party shall, subject to the other provisions of this Agreement, use commercially reasonable efforts to accommodate the Receiving Party; and the parties shall cooperate to effectuate the intent of this Section.
Operating Adjustments. (a) Section 2.5(a)(iii) of the Asset Purchase Agreement shall be amended and restated in its entirety to read as follows:
Operating Adjustments. Subject to all other provisions of this Agreement, all benefits and obligations of any kind and nature relating to the Assets, excluding income taxes but otherwise including without limitation, royalties and other burdens, and proceeds received from the Assets 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. Purchaser shall be responsible for all income taxes related to the Assets from and after the Adjustment Date. Adjustments not settled or incorrectly settled prior to or contemporaneously with the execution of this Agreement shall be settled by payment to or by Vendor and Purchaser, as the case may be, as soon as practicable. For certainty, in each month following the execution of this Agreement, the Vendor shall forward to the Purchaser any actual revenue payments received related to the Assets from and after the Adjustment Date by the 15th of the month next following the month in which the Vendor received the revenues. The intention of the Parties is that final settlement shall occur within 180 days following the date hereof, but it is recognized that adjustments may be made after that time. No adjustments shall be made after one year from the date hereof unless written notice of the requested adjustment, with reasonable particulars, is given within one year from the date hereof. Proceeds in respect of Petroleum Substances beyond wellhead at the Adjustment Date do not comprise part of the Assets. Royalty and General Rights Conveyance dated August 7, 0000 Xxx Xxxxx, XX
