Possible Upward Adjustments Sample Clauses

Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) that the ownership of any Property entitles Seller to a greater number of Net Leased Mineral Acres for a Lease than that shown on Exhibit A for such Lease, then such party shall propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.6 above with respect to adjustments for Asserted Defects. The party making such assertion or determination shall notify the other party no later than the Defect Deadline, Seller shall convey said interests to Buyer at Closing and Buyer shall pay Seller the additional amounts computed in accordance with this Section, as adjusted by the provisions of Article XI. At the time of the Conveyance, such additional interest shall be considered a Property pursuant to this Agreement for all purposes.
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Possible Upward Adjustments. Should any Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) (a) that the ownership of the Properties by such Seller entitles such Seller to a decimal share of the production from a Lease listed on Exhibit A greater than the decimal share shown for such Lease under the column headed “Net Revenue Interest” on Exhibit A, or (b) that the ownership of any Property entitles such Seller to a greater number of Net Leased Mineral Acres for a Lease than that shown on Exhibit A for such Lease, then such party shall propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.6 above with respect to adjustments for Asserted Defects. The party making such assertion or determination shall notify the other party no later than the Defect Deadline; provided, that if the additional interest claimed by Seller or Buyer is the subject of a claim by a third party, the Purchase Price shall remain subject to an increase for such additional interest. Within fifteen (15) days of Seller delivering notice to the Buyer of such final non-appealable decision or settlement resulting in an additional interest in the Properties, the parties shall hold an additional closing for such additional interest at which such Seller shall convey the additional interest to Buyer pursuant to the form of Conveyance and Buyer shall pay such Seller the additional amounts computed in accordance with this Section, as adjusted by the provisions of Article XI. At the time of the Conveyance, such additional interest shall be considered a Property pursuant to this agreement for all purposes.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Schedule I greater than the decimal share shown for such well or unit under the column headed "Net Revenue Interest" on such Schedule I, then Seller may propose an upward adjustment to the Base Purchase Price to account for such fact. The party making such determination shall notify the other party no later than March 27, 2007. Any proposed upward adjustment to the Base Purchase Price shall be reduced by the aggregate Defect Amount, if any, which, for this purpose only, shall include Defect Amounts of less than $50,000.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Schedule I greater than the decimal share shown for such well or unit under the column headed “Net Revenue Interest” on such Schedule I, then such party shall propose an upward adjustment to the Base Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.5 above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than September 20, 2004.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a Property listed on Exhibit A-2 greater than the decimal share shown for such Property under the column headed “Net Revenue Interest” on such Exhibit A-2, or (ii) the ownership by Seller of the Properties entitles Seller to a number of Total Net Undeveloped Acres (calculated as provided in Section 7 above) for the Undeveloped Area which is greater than that shown for the Undeveloped Area on Exhibit A-3, then Seller may propose an upward adjustment to the Cash Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Sections 8(a) and 8(b) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than the Defect Date. The limitations set forth in Section 8(d) below shall also apply in the same manner to any potential upward adjustments pursuant to this Section 8(c).
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 4.1 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Exhibit 4.1 greater than the decimal share shown for such well or unit under the column headed "Net Revenue Interest" on such Exhibit 4.1, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 4.2(a) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than three business days prior to Closing.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well, or unit, or PDNP or PUD location listed on Schedule I greater than the decimal share shown for such well, or unit, or PDNP or PUD location under the column headed Net Revenue Interest on such Schedule I, or (ii) with respect to any well or unit listed on Schedule I, Seller and its predecessors in title have collectively taken less gas from such well or unit than the ownership of such well or unit would entitle them to take (underproduced position) or with respect to any well or unit for which an overproduced position (e.g. a situation where Seller and its predecessors in title have collectively taken more gas from such well or unit than the ownership of such well or unit would entitle them to receive) is disclosed on Exhibit 7(b)(iv) an overproduced position exists that is less than 100% of that so disclosed on the exhibit, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in (A) Section 8(b)(iii) above with respect to underproduced positions and (B) Section 8(a) above with respect to all other such matters. The party making such determination shall notify the other party no later than three (3) days before Closing.
Sample 1
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Possible Upward Adjustments. Should Seller determine (or should Purchaser, in the course of its due diligence reviews contemplated by Section 3.2 above, determine) that (i) the ownership of the Warranted Properties by Seller entitles Seller to additional acres relating to Lease(s) or Prospect(s), a decimal share of the production from a Well (as to currently producing completions) or Unit (as to currently producing formations) or PUD Location (as to projected objective formation shown on the Allocation Schedule) listed on the Allocation Schedule greater than the decimal share shown for such Well or Unit or PUD Location under the column headed “Net Revenue Interest” on such Allocation Schedule, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 3.2 above with respect to adjustments for Asserted Title Defects. The Party making such determination shall notify the other Party no later than sixty (60) days after the Closing Date.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should --------------------------- Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on EXHIBIT B greater than the decimal share shown as the "Revenue Interest" for such well or unit on such EXHIBIT B, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 8(a) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than the Closing Date.
Sample 1

Related to Possible Upward Adjustments

  • Downward Adjustments The Purchase Price shall be adjusted downward by the following:

  • Upward Adjustments The Purchase Price shall be adjusted upward by the following:

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Multiple Adjustments For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 11 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder; provided, however, that if more than one subsection of this Section 11 is applicable to a single event, the subsection shall be applied that produces the largest adjustment.

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

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