Upward Adjustments. The Base Purchase Price shall be adjusted upward by the following:
(i) the amount of all Property Expenses (including all prepaid Property Expenses) attributable to the Acquired Assets after the Effective Time and paid by Seller, and the amount of all Royalties attributable to Hydrocarbons produced from the Acquired Properties after the Effective Time and paid by Seller;
(ii) the amount of all Drilling Costs with respect to those Acquired Xxxxx listed on Schedule 3.2(a)(ii) that were paid by or on behalf of Seller after the Execution Date (whether attributable to periods before or after the Effective Time);
(iii) the amount of Purchaser’s proportionate share of all Property and Production Taxes with respect to the Straddle Period calculated under Section 15.1 and paid by Seller;
(iv) Royalties and other proceeds of the production of Hydrocarbons attributable to the Acquired Properties occurring before the Effective Time and received by Purchaser (and not paid to Seller pursuant to Section 14.2), other than amounts held for the benefit of a third party;
(v) an amount equal to all Hydrocarbons attributable to the Acquired Properties that, at the Effective Time, constituting linefill or that are in storage, in tanks, or above the load level connection or within processing plants, multiplied by the applicable price for which the applicable production from the Acquired Properties was sold most recently prior to the Effective Time; and
(vi) the amount of any post-Effective Time rentals and shut-in payments under the Acquired Leases, if any, paid by Seller.
Upward Adjustments. The Purchase Price will be increased by the following expenses and revenues (without duplication) ( “Upward Adjustments”):
(a) ASSIGNOR’s share of all actual production and operating costs and expenses, overhead charges under applicable operating agreements, capital expenditures paid or incurred by ASSIGNOR in connection with ownership or operation of the Property (including without limitation royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for the period on and after the Effective Date; provided that, for the period between the Effective Date and the Closing Date, with respect to those portions of the Property for which ASSIGNOR is a one hundred percent (100%) working interest owner, all attributable production and operating costs and expense, including a charge for overhead in the amount of $1,225.00 per producing Well per month; but excluding, in all cases, liabilities, obligations, costs and expenses attributable to (i) actual or claimed personal injury, including death of ASSIGNOR’s employees, (ii) the gross negligence or willful misconduct of ASSIGNOR or any of its Affiliates in the operation of its Assets prior to Closing, (iii) remediation of environmental conditions created prior to the Effective Date and attributable to the Property, (iv) Excluded Assets or ASSIGNOR’s Retained Obligations, (v) curing Title Defects or remediating Adverse Environmental Conditions attributable to the Property, (vi) requiring the furnishing of make-up gas or other gas balancing obligations, or (vii) working interests, royalties, overriding royalties or other interests held in suspense attributable to the Property;
(b) ASSIGNOR’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by ASSIGNEE, to the extent they are attributable to the ownership or operation of the Property before the Effective Date, and the value of the Stock Tank Oil and the Pipeline Inventory as of 7:00 a.m. local time where the Property is located on the Effective Date;
(c) Any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR and ASSIGNEE prior to or at Closing; and
(d) (i) Capital or maintenance expenses incurred by ASSIGNOR to the extent each such expense is attributable to the Property for the period on and after the Effective Date and is either (A) approved or deemed approved u...
Upward Adjustments. The Holdback Amount shall be adjusted upward (without duplication) by:
(i) An amount equal to the market value as of the Effective Time of merchantable Hydrocarbons produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02;
(ii) An amount equal to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02;
(iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i));
(iv) Without duplication of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, attributable to the ownership or operation of the Mineral Assets on or after the Effective Time;
(v) The amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6;
(vi) The Other Assets Salvage Value, in consideration of Seller’s transfer of the Other Assets to Forestar Minerals under Section 13.06; and
(vii) Any other amount agreed upon in writing by Seller and Buyer.
Upward Adjustments. The Per Seller Purchase Price for each Seller shall be adjusted upward by the following:
(i) An amount equal to all Property Expenses, including prepaid expenses, attributable to such Seller’s proportionate share in its Assets after the Effective Time that were paid by such Seller (all to be apportioned as of the Effective Time except as otherwise provided), including without limitation, prepaid utility charges, prepaid rentals and royalties, including lease rentals, and prepaid drilling and completion costs (to be apportioned as of the Effective Time based on drilling days).
(ii) The proceeds of production attributable to such Seller’s proportionate share in its Assets occurring before the Effective Time (including production from such Assets that occurred before the Effective Time but, because such production is in pipelines or in processing, had not been sold as of the Effective Time times the price for which production from such Assets was sold immediately prior to the Effective Time) and received by Buyer, net of royalties and taxes measured by production.
(iii) To the extent that there are any pipeline imbalances, if the net of such imbalances is an overdelivery imbalance (that is, at the Effective Time, such Seller has delivered more gas to the pipeline than the pipeline has redelivered for such Seller), the relevant Per Seller Purchase Price shall be adjusted upward by the product of the price received by such Seller times the net overdelivery imbalance in MMbtus.
(iv) An amount equal to such Seller’s share of any oil or condensate in tanks or storage facilities produced from or credited to the Leases and Lands prior to the Effective Time based upon the quantities in oil or condensate tanks or storage facilities as measured by and reflected in such Seller’s records multiplied by the price in effect for such inventory on the Closing Date; and
(v) Any other amount provided in this Agreement or agreed upon by the Seller Representative and Buyer.
Upward Adjustments. The Purchase Price shall be adjusted upward by the following:
1. An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time;
2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller that are attributable to the period after the Effective Time;
3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges;
4. An amount equal to the value (net of applicable Taxes) of Seller's share of all oil in storage tanks above the pipeline interconnect at the Effective Time to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller's interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil in the storage tanks;
5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C.
6. Any other amount agreed to by Buyer and Seller.
Upward Adjustments. The Purchase Price will be increased by the following (“Upward Adjustments”):
(a) Seller’s share of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for periods on and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder;
(b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into
(c) with respect to such transaction);
(i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes;
(d) to the extent that Seller’s interest in any of the Xxxxx is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multipl...
Upward Adjustments. The Base Purchase Price shall be adjusted upward for the following, without duplication:
Upward Adjustments. Notwithstanding anything to the contrary in this Agreement, the number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to the nearest whole number such that the Warrant Percentage shall be increased by an amount equal to the product of (A) 1.0% multiplied by (B) a fraction, the numerator of which is the aggregate amount (if any) of DDTLs (as defined in the Credit Agreement) advanced by all Lenders (as defined in the Credit Agreement) not to exceed $150,000,000, and the denominator of which is $10,000,000. For the avoidance of doubt, any DDTLs advanced by Lenders in excess of $150,000,000 shall not apply to the calculation set forth in clause (B) of this Section 2(b)(ii).
Upward Adjustments. The Cash Consideration will be increased by any increase in value of the Inventories, such value to be determined in accordance with Section 7.1.
Upward Adjustments. The Purchase Price shall be adjusted upward by the following:
(i) the value of all Hydrocarbons, which have been produced and are merchantable, and are in storage and/or credited to the Properties as of the Effective Time, net of applicable production, severance and other similar taxes, and less an appropriate deduction based on industry practice for basic sediment, water and other non-merchantable liquids;
(ii) an amount equal to costs and expenses attributable to the Properties which are incurred after the Effective Time, but paid by Sellers; and
(iii) any other amount agreed upon in writing by Sellers and Buyer.
