Common use of Purchase Price Credits Clause in Contracts

Purchase Price Credits. (a) Within 10 days after December 31, 2000, the parties shall exchange information with respect to revenues received from production and other operating sources (excluding interest income), from or attributable to the Assets for periods on or after the Effective Date received by Seller ("Buyer's Credits") and shall calculate all exploration, production, development, operating, overhead, general and administrative and other costs paid or incurred by Seller with respect to the Assets for such period charged under applicable operating agreements or, if no operating agreement is applicable, then under the most recent XXXXX Accounting Procedure Joint Operations ("Seller's Credits") excluding all non-cash charges attributable to depletion, depreciation, bad debt losses, lease abandonment, etc.; provided that Seller shall have no obligation to make any payment that would constitute a Seller's Credit after the Effective Time. Only items of revenue, cost and expense attributable to the Assets shall be included in the foregoing calculations. If Seller's Credits exceed Buyer's Credits, the difference shall be due Seller by Buyer. If Buyer's Credits exceed Seller's Credits, the difference shall be due Buyer by Seller. Prior to the end of the ten day period beginning with December 31, 2000, Seller shall furnish Buyer with an estimated accounting showing the amount of Seller's Credits and the amount of Buyer's Credits. The amount of the final credit, as adjusted, shall be paid in cash on final adjustment by the party owing it. If within such time period, the parties are unable to agree as to whether an item of income or expense belongs in the period before or after the Effective Time, or is properly included in Seller's Credits or Buyer's Credits, or as to any other accounting matters, then such item or matter may be submitted for determination to a mutually acceptable accounting firm in accordance with Section 13.2 hereof. Final settlement shall be made within ten (10) business days following agreement by the Buyer and Seller or final determination by said accounting firm (which final determination shall be binding upon Buyer and Seller). (b) Seller and Buyer or representatives of each shall determine the amount of the Hydrocarbons existing in storage tanks, gathering lines, pipelines, gasoline plants, and other facilities as of the Effective Date using the point or points of delivery to Seller's purchasers as a zero reference point. Seller shall receive a credit in the final adjustment of the Purchase Price as provided for in paragraph (a) above equal to an amount calculated by multiplying the volume of such Hydrocarbons by (i) in the case of oil, the posted price in the field, as of the Effective Time (or if none, a mutually agreeable price) or (ii) in the case of gas, the prevailing spot market price net of transportation and basis differential, as of the Effective Time

Purchase Price Credits. (a) Within 10 days after December 31, 2000With respect to the period commencing at the Effective Time and ending at 7:00 a.m. (local time for each Asset) on the Closing Date, the parties shall exchange information with respect to calculate the revenues received from production and other operating sources (excluding interest income), from or attributable to the Assets for periods on or after the Effective Date such period actually received by Seller as of the Closing Date ("Buyer's Credits") and shall calculate all exploration, production, development, operating, overhead, general and administrative and other costs paid or incurred by Seller with respect to the Assets for such period charged under applicable operating agreements oragreements, or if no operating agreement is applicable, then the amount actually being paid by Seller for such costs and expenses, but not to exceed the amount due under the most recent XXXXX Accounting Procedure Joint Operations ("Seller's Credits") ), excluding interest expense not paid in connection with matters identified in Exhibit "D" and all non-cash charges attributable to depletion, depreciation, bad debt losses, lease abandonment, etc.; provided that Seller shall have no obligation with respect to make any payment that would constitute a properties operated by Seller, the Seller's Credit after Credits with respect to the Effective TimeSubject Interests in such properties shall also include (i) the overhead charges payable to Seller on account of such Subject Interests under existing operating agreements or (ii) if no overhead charge is applicable to a Subject Interest under an existing operating agreement, an overhead charge to such Subject Interest equal to the Average Producing Well Rates in the area as indicated in the most recent Survey of Combined Fixed Rate Overhead Charges for Oil and Gas Producers conducted by Xxxxx & Young or the prevailing rate in the area if the foregoing survey is not available. Only items of revenue, cost and expense attributable to the Assets shall be included in the foregoing calculations. Amounts constituting the Buyer's Credits shall be retained by Seller. If Seller's Credits exceed BuyerXxxxx's Credits, the difference shall be due Seller by BuyerXxxxx. If BuyerXxxxx's Credits exceed Seller's Credits, the difference shall be due Buyer by Seller. Prior to the end of the ten day period beginning with December 31, 2000, Seller shall furnish Buyer with an estimated accounting showing the amount of Seller's Credits and the amount of Buyer's Credits. The amount of the final credit, as adjusted, shall be paid in cash on final adjustment by the party owing it. If within such time period, the parties are unable to agree as to whether an item of income or expense belongs in the period before or after the Effective Time, or is properly included in Seller's Credits or Buyer's Credits, or as to any other accounting matters, then such item or matter may be submitted for determination to a mutually acceptable accounting firm in accordance with Section 13.2 hereof. Final settlement shall be made within ten (10) business days following agreement by the Buyer and Seller or final determination by said accounting firm (which final determination shall be binding upon Buyer and Seller). (b) In addition, at Closing, Seller shall, based upon data available at that time, determine (A) the total amount of overproduction of gas attributable to Seller's interest (e.g. volumes of gas taken from the xxxxx comprising a portion of the Subject Interests (the "Xxxxx"), by Seller in excess of those volumes which Seller's interest would entitle it to receive) and (B) the total amount of underproduction of gas attributable to Seller's interest (e.g. volumes of gas not taken from Xxxxx, or on lands unitized therewith, by Seller despite Xxxxxx's interest in and right to receive such volumes). If the total amount of overproduction (as so determined) exceeds the total amount of underproduction (as so determined) Buyer shall receive a Buyer's Credit equal to $2.00 per MMBtu times such excess. If the total amount of underproduction (as so determined) exceeds the total amount of overproduction (as so determined), Seller shall receive a Seller's Credit equal to $2.00 per MMBtu times such excess. Regardless of any other provision set forth in this Agreement, the overproduction set forth on Exhibit "H" with respect to PG&E shall remain an obligation of Seller's (and thus a Retained Obligation), and no adjustment shall be made under this Agreement for said overproduction. (c) Seller and Buyer or representatives of each shall determine the amount of the Hydrocarbons existing in storage tanks, gathering lines, pipelines, gasoline plants, and other facilities as of the Effective Date using the point or points of delivery to Seller's purchasers as a zero reference pointpoint (the "Existing Hydrocarbons"). Seller shall receive a Seller's Credit equal to the amount of proceeds actually received by Xxxxx attributable to such Existing Hydrocarbons. (d) No later than three (3) days prior to Closing, Seller shall furnish Buyer with an estimated accounting showing the estimated amount of Seller's Credits and the estimated amount of Buyer's Credits, subject to being finally adjusted within one hundred twenty (120) days after the Closing as hereinafter provided. An estimated credit in the final adjustment of due Seller shall increase the Purchase Price paid at Closing by that amount and an estimated credit due Buyer shall reduce the Purchase Price paid at Closing by that amount. The amount of the final credit, as provided for adjusted, shall be paid in paragraph cash on final adjustment by the party owing it. If within one hundred twenty (a120) above equal days following Closing the parties are unable to agree as to whether an amount calculated by multiplying the volume item of such Hydrocarbons by (i) income or expense belongs in the case of oil, the posted price in the field, as of the Effective Time (period before or if none, a mutually agreeable price) or (ii) in the case of gas, the prevailing spot market price net of transportation and basis differential, as of after the Effective Time, or is properly included in Seller's Credits or Buyer's Credits, or a dispute exists as to any other matters related to the existence, propriety or amount of any of such alleged credits, then such item or matter may be submitted for arbitration pursuant to the provisions of Article XVII hereof. Final settlement shall be made within fifteen (15) days following agreement by the Buyer and Seller or final determination by the arbitrator (which final determination shall be binding upon Buyer and Seller).

Purchase Price Credits. (a) Within 10 days after December 31, 2000With respect to the period commencing at the Effective Time and ending at 7:00 a.m. (local time for each Asset) on the Closing Date, the parties shall exchange information with respect to calculate the revenues received from production and other operating sources (excluding interest income), from or attributable to the Assets for periods on or after the Effective Date such period actually received by Seller as of the Closing Date ("Buyer's Credits") and shall calculate all exploration, production, development, operating, overhead, general and administrative and other costs paid or incurred by Seller with respect to the Assets for such period charged under applicable operating agreements oragreements, or if no operating agreement is applicable, then the amount actually being paid by Seller for such costs and expenses, but not to exceed the amount due under the most recent XXXXX Accounting Procedure Joint Operations ("Seller's Credits") ), excluding interest expense not paid in connection with matters identified in Exhibit "D" and all non-cash charges attributable to depletion, depreciation, bad debt losses, lease abandonment, etc.; provided that Seller shall have no obligation with respect to make any payment that would constitute a properties operated by Seller, the Seller's Credit after Credits with respect to the Effective TimeSubject Interests in such properties shall also include (i) the overhead charges payable to Seller on account of such Subject Interests under existing operating agreements or (ii) if no overhead charge is applicable to a Subject Interest under an existing operating agreement, an overhead charge to such Subject Interest equal to the Average Producing Well Rates in the area as indicated in the most recent Survey of Combined Fixed Rate Overhead Charges for Oil and Gas Producers conducted by Ernst & Young or the prevailing rate in the area if the foregoing survey is not available. Only items of revenue, cost and expense attributable to the Assets shall be included in the foregoing calculations. Amounts constituting the Buyer's Credits shall be retained by Seller. If Seller's Credits exceed Buyer's Credits, the difference shall be due Seller by Buyer. If Buyer's Credits exceed Seller's Credits, the difference shall be due Buyer by Seller. Prior to the end of the ten day period beginning with December 31, 2000, Seller shall furnish Buyer with an estimated accounting showing the amount of Seller's Credits and the amount of Buyer's Credits. The amount of the final credit, as adjusted, shall be paid in cash on final adjustment by the party owing it. If within such time period, the parties are unable to agree as to whether an item of income or expense belongs in the period before or after the Effective Time, or is properly included in Seller's Credits or Buyer's Credits, or as to any other accounting matters, then such item or matter may be submitted for determination to a mutually acceptable accounting firm in accordance with Section 13.2 hereof. Final settlement shall be made within ten (10) business days following agreement by the Buyer and Seller or final determination by said accounting firm (which final determination shall be binding upon Buyer and Seller). (b) In addition, at Closing, Seller shall, based upon data available at that time, determine (A) the total amount of overproduction of gas attributable to Seller's interest (e.g. volumes of gas taken from the xxxxx comprising a portion of the Subject Interests (the "Xxxxx"), by Seller in excess of those volumes which Seller's interest would entitle it to receive) and (B) the total amount of underproduction of gas attributable to Seller's interest (e.g. volumes of gas not taken from Xxxxx, or on lands unitized therewith, by Seller despite Seller's interest in and right to receive such volumes). If the total amount of overproduction (as so determined) exceeds the total amount of underproduction (as so determined) Buyer shall receive a Buyer's Credit (c) Seller and Buyer or representatives of each shall determine the amount of the Hydrocarbons existing in storage tanks, gathering lines, pipelines, gasoline plants, and other facilities as of the Effective Date using the point or points of delivery to Seller's purchasers as a zero reference pointpoint (the "Existing Hydrocarbons"). Seller shall receive a Seller's Credit equal to the amount of proceeds actually received by Buyer attributable to such Existing Hydrocarbons. (d) No later than three (3) days prior to Closing, Seller shall furnish Buyer with an estimated accounting showing the estimated amount of Seller's Credits and the estimated amount of Buyer's Credits, subject to being finally adjusted within one hundred twenty (120) days after the Closing as hereinafter provided. An estimated credit in the final adjustment of due Seller shall increase the Purchase Price paid at Closing by that amount and an estimated credit due Buyer shall reduce the Purchase Price paid at Closing by that amount. The amount of the final credit, as provided for adjusted, shall be paid in paragraph cash on final adjustment by the party owing it. If within one hundred twenty (a120) above equal days following Closing the parties are unable to agree as to whether an amount calculated by multiplying the volume item of such Hydrocarbons by (i) income or expense belongs in the case of oil, the posted price in the field, as of the Effective Time (period before or if none, a mutually agreeable price) or (ii) in the case of gas, the prevailing spot market price net of transportation and basis differential, as of after the Effective Time, or is properly included in Seller's Credits or Buyer's Credits, or a dispute exists as to any other matters related to the existence, propriety or amount of any of such alleged credits, then such item or matter may be submitted for arbitration pursuant to the provisions of Article XVII hereof. Final settlement shall be made within fifteen (15) days following agreement by the Buyer and Seller or final determination by the arbitrator (which final determination shall be binding upon Buyer and Seller).