Common use of Upward Adjustments Clause in Contracts

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 under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEE.

Upward Adjustments. The Base Purchase Price will shall be increased by adjusted upward for the following expenses and revenues (following, without duplication) ( “Upward Adjustments”):: (ai) ASSIGNOR’s share of all actual normal and customary production and operating costs and expenses, operating expenses, operated and non-operated overhead charges under applicable operating agreements, and capital expenditures paid or incurred by ASSIGNOR Seller in connection with the ownership or and operation of the Property Assets, including, but not limited to, lease option or extension payments, attributable to the periods from and after the Effective Time (including including, without limitation royaltieslimitation, minimum royalties, rentalsroyalties and Taxes (other than income taxes) attributable to Hydrocarbons produced and saved from and after the Effective Time, and prepaid pre-paid charges), provided, however, that Seller shall be responsible and shall not obtain any Base Purchase Price adjustment pursuant to this Agreement for lease option or extension payments made prior to the Execution Date in regard to Leases expiring on or before January 31, 2014; (ii) all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time; (iii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) the amount Seller is under-produced as of the Effective Time multiplied by $4.25 per MMBtu (or, with respect to oil imbalances, $100.00 per barrel), or, to the extent they are attributable that the applicable Contracts provide for cash balancing, the actual cash balance amount determined to the Property for the period on and after be due to Seller as of 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, Time; (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 Hydrocarbons in tanks above the Pipeline Inventory pipeline sales connection or within processing plants at the Effective Time credited to the Assets, such value to be the market or, if applicable, the contract price in effect as of 7:00 a.m. local time where the Property is located on the Effective DateTime, less any applicable Production Taxes and royalties; (cvi) Any adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5; (vii) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (viii) Taxes (other increases in than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller; and (ix) any other upward adjustments to the Base Purchase Price specified in this Agreement or otherwise agreed upon 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 under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEEParties.

Upward Adjustments. The Purchase Price Base Merger Consideration will be increased by the following expenses expenses, revenues and revenues (without duplication) ( “Upward Adjustments”):other items: (ai) ASSIGNORKMG’s share of all actual production and operating costs and expenses, overhead charges under applicable operating agreementsagreements (or, with respect to active producing or injection Xxxxx included in the Property operated by KMG that are not subject to an operating agreement, an overhead charge of $500 per each such Well per month), capital expenditures paid or incurred by ASSIGNOR KMG 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 Calculation Date and the until Closing Date, with respect to those portions of the Property for which ASSIGNOR is a one hundred percent but excluding Hurricane-Related Costs (100%) working interest owner, all attributable production and operating costs and expense, including a charge for overhead as defined 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, Section 8.12); (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) ASSIGNORKMG’s share of any proceeds from the sale of Hydrocarbons oil, gas, casinghead gas, condensate, distillate and other liquid and gaseous hydrocarbons of every kind or description (“Hydrocarbons”) produced from or attributable to the Property and other income from the Property received by ASSIGNEESurviving Entity or W&T, 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 Calculation Date; (ciii) $60.00 per barrel for all merchantable Hydrocarbons produced from or attributable to the Property before the Calculation Date that are stored in the Lease or unit stock tanks as identified on the XXXX for the production month of September, 2005 filed with the MMS (the “Stock Tank Oil”) (but excluding all Hydrocarbons produced from or attributable to the Property before the Calculation Date and stored in gathering lines or production facilities upstream of the sale or custody transfer meters (or other applicable point at which the transfer of title actually occurs) of the purchaser or processor of Hydrocarbon production attributable to the Property which shall, at Closing, be the property of Surviving Entity); (iv) Imbalance adjustments pursuant to Section 11.1, as applicable; and (v) Any other increases in the Purchase Price Base Merger Consideration specified in this Agreement or otherwise agreed in writing between ASSIGNOR KMG and ASSIGNEE W&T 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 under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEE.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward by the following expenses following: 1. an amount equal to all proceeds (net of royalty and revenues (without duplicationTaxes not otherwise accounted for hereunder) ( “Upward Adjustments”): (a) ASSIGNOR’s share of all actual production received and operating costs and expenses, overhead charges under applicable operating agreements, capital expenditures paid or incurred retained 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 Buyer from the sale of all Hydrocarbons produced from or attributable credited to the Property and other income from the Property received by ASSIGNEE, Assets prior 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 2. an amount equal to all direct and actual expenses attributable to the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR Assets, including without limitation the Property Expenses, incurred and ASSIGNEE prior paid by Seller that are attributable to or at Closing; andthe period after the Effective Date; (d) (i) Capital or maintenance expenses incurred by ASSIGNOR 3. to the extent each such expense is not covered in the preceding subparagraph, an amount equal to all prepaid expenses attributable to the Property for the period on and Assets after the Effective Date that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs, applicable insurance costs through Closing, and is either (A) approved prepaid utility charges; 4. an amount equal to the value of all Hydrocarbons in storage or deemed approved under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion pipelines as of the Property Effective Date that is credited to the Assets, provided that the value of oil in the production tanks shall be calculated to include only the oil stored above the load lines as of the Effective Date (i.e. a Buyer is not responsible for paying Seller "tank bottoms") For purposes of the Preliminary Settlement Statement, the value will be based upon the actual price received for such oil, gas, or natural gas liquids, less applicable taxes, upon the first unaffiliated third party sale thereof, if available, and upon such estimates, as are reasonably agreed upon by the Parties, to the extent actual amounts sold, or to be sold, and prices obtained, or to be obtained, are not known at Closing. For purposes of the Final Settlement Statement, the value will be based upon actual amounts sold and prices obtained, less applicable taxes; 5. for purposes of the Preliminary Settlement Statement, an amount equal to the value of imbalances including, without limitation, pipeline, plant, and over-produced gas owed to the Seller as of the Effective Date, with the value to be based upon actual amounts received, if available, and upon such estimates as are reasonably agreed upon by the Parties, to the extent actual amounts are not known at Closing, and (ii) expenses incurred by ASSIGNOR with respect for purposes of the Final Settlement Statement based upon actual amounts; 6. an amount equal to the capital or maintenance AFE’s shown on Schedule I-1Interest Addition Adjustment as defined in Article 4.5 below; provided, however, that with respect and 7. any other amount agreed to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred by Buyer and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEESeller.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward by the following expenses and revenues (without duplication) ( “Upward Adjustments”):following: (ai) ASSIGNOR’s share the amount of all actual production and operating direct costs and expensesexpenditures chargeable to Seller's interest incurred and to be paid by or on behalf of Seller, 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), provided that to the extent they the actual costs and expenses to be incurred are not known at the Closing Date, the adjustment will be made utilizing Seller's estimates (after approval by Buyer) based upon past months activities on the Assets: (A) that are attributable to the Property for drilling, completion, recompletion, reworking, operation and maintenance of the period Assets on and after the Effective Date through the Closing Date; provided that; (B) bonuses, for the period between lease rentals and shut-in payments due after (and expressly excluding those due before) the Effective Date and through the Closing Date; (C) ad valorem, property and other Taxes that are allocated to the Buyer pursuant to Article 5 due after the Effective Date through the Closing Date; and (D) amounts relating to obligations arising under the Contracts with respect to those portions of operations or production on and after 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 Effective Date through 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, Closing Date; (ii) the gross negligence or willful misconduct value (based upon prevailing market prices) of ASSIGNOR or any the Hydrocarbon Inventory net of its Affiliates in the operation of its Assets prior to Closing, all Taxes and Burdens; (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;amount of: (bA) ASSIGNOR’s share of any proceeds from the sale of Hydrocarbons produced from or attributable all direct unrelated Third Person costs and expenditures chargeable to the Property Seller's interest and other income from the Property received paid by ASSIGNEE, to the extent they Seller that are attributable to the ownership or drilling, completion, recompletion, reworking, operation and maintenance 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 Assets on and after the Effective Date and is either (A) approved or deemed approved under Section 10.1 or prior to the Closing Date; and (B) less than $50,000 net amounts relating to ASSIGNOR’s interest in obligations arising under the applicable portion of the Property Contracts, and (ii) expenses incurred by ASSIGNOR XXXXX charges all with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, operations and production paid by Seller that with respect to any such AFE, the Purchase Price will not be increased for any such expenses are attributable to the extent they exceed one hundred Assets on and ten percent after the Effective Date and prior to the Closing Date; (110%iv) the value (based upon the prevailing market price on the Effective Date for such Hydrocarbons less all applicable deductions and Burdens) of the budgeted net positive Hydrocarbon balance, if any, in storage or in transit above the pipeline connection as of the Effective Date and not previously sold by Seller that is allocable to the Assets; the amount for of such AFE shown on Schedule I-1 without Hydrocarbon balance in storage or in transit as of the Effective Date will be based upon the statements delivered to Seller by Third Party transport contractors detailing the amount of such Hydrocarbons as of the Effective Date; and (v) any other amount agreed upon by Seller and Buyer in writing prior written consent of ASSIGNEEto the Closing.

Upward Adjustments. The To calculate the Preliminary Purchase Price will and the Final Purchase Price, the Purchase Price shall be increased adjusted upward by the following expenses and revenues (without duplication) ( “Upward Adjustments”):following: (a1) ASSIGNOR’s share The amount of all actual production and operating costs and expenses, overhead costs, Non-Income Taxes, rents, lease payments and charges under applicable operating agreements, capital expenditures paid by Sellers or incurred by ASSIGNOR in connection with PCM relating to the time from and after the Effective Time that are attributable to the ownership or and operation of the Property (Assets on or after the Effective Time, including without limitation royalties(i) the costs and expenses attributable to operation and maintenance of the Assets incurred in the ordinary course of business; (ii) any capital expenditures permitted under this Agreement, minimum royaltiesattributable to the Assets; (iii) any amounts paid for the acquisition, rentalsextension or renewal of any Asset incurred in the ordinary course of business; (iv) any amounts paid for the acquisition of any asset included within the Assets after the Effective Time and incurred in the ordinary course of business or approved in writing by Buyer; (v) all prepaid expenses existing at the Effective Time (including Taxes, lease payments and prepaid chargesrents), to the extent they are not otherwise included herein, for costs and expenses directly attributable to the Property for Assets, and (vi) any amounts relating to obligations arising under the period on Contracts (other than amounts arising as a result of PCM’s breach of such agreements); (2) All revenues received by Buyer or PCM attributable to the ownership and after the Effective Date; provided that, for the period between the Effective Date and the Closing Date, with respect to those portions operation 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 PropertyTime; (b3) ASSIGNOR’s share An amount equal to all accounts receivable of any proceeds from PCM as of the sale of Hydrocarbons produced from or attributable Closing Date arising prior to the Property and other income from the Property received by ASSIGNEE, to the extent they Effective Time that are attributable to the ownership or and 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 DateAssets; (c4) Any cash or cash equivalents in PCM’s possession as of the Effective Time; and (5) Any other increases in the Purchase Price specified amount provided for in this Agreement or otherwise agreed in writing between ASSIGNOR to by Buyer 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 under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEESellers.

Upward Adjustments. The To calculate the Closing Amount, the Purchase Price will shall be increased adjusted upward by the following expenses and revenues (without duplication) ( “Upward Adjustments”):following: (a1) ASSIGNOR’s share The proceeds received by Buyer, net 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 overriding royalties, rentalsprofit payments and similar burdens, and prepaid charges), from the sale of any Hydrocarbons that were produced from the Assets prior to the extent they are Effective Time; (2) An amount equal to all Property Expenses attributable to the Property Assets for the period on from and after the Effective Date; provided that, for Time that were paid by Seller prior to Closing; (3) An amount equal to the period between the Effective Date and the Closing Date, with respect to those portions value 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 all oil and other Hydrocarbons in pipelines or claimed personal injuryflowlines or in tanks above the pipeline sales connection (exclusive of any brine, including death sludge or water that may be present in the oil storage tanks), in each case that at the Effective Time, estimated based on run tickets as of ASSIGNOR’s employeesthe Effective Time, is credited to Seller's interest in the Leases or Xxxxx and (ii) the gross negligence or willful misconduct all unsold inventory of ASSIGNOR or any of its Affiliates gas plant products attributable to Seller's interests in the operation of its Assets prior to Closing, (iii) remediation of environmental conditions created prior to Leases or Xxxxx at the Effective Date and Time, each such value to be the contract price in effect as of the Effective Time or, in the absence of an applicable contract price, the average price per unit for sales of production for the respective production period attributable to the PropertyLeases or Xxxxx as of the Effective Time, (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, less any applicable severance taxes and royalties, overriding royalties or other interests held in suspense attributable to the Property; (b4) ASSIGNOR’s share To the extent that there are any pipeline imbalances, if the net of any proceeds from such imbalances is an overdelivery imbalance (that is, at the sale of Hydrocarbons produced from or attributable Effective Time, Seller has delivered more gas to the Property and other income from pipeline than the Property received pipeline has redelivered for Seller), the Purchase Price shall be adjusted upward by ASSIGNEE, the first-of-the-month price of spot gas delivered to pipelines for Colorado Interstate Gas Company (Rocky Mountains) as reported in Inside F.E.R.C.'s Gas Market Report for the extent they are attributable to the ownership or operation of the Property before month in which the Effective DateTime occurs times the net overdelivery imbalance in MMBtus. In the event such publication shall cease to be published, 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 DateParties shall select a comparable publication; (c5) An amount equal to the sum of all Title Benefit Amounts, if any, pursuant to Section 4.2(h); (6) Any other increases in the Purchase Price specified amount provided for in this Agreement or otherwise agreed in writing between ASSIGNOR to by Buyer and ASSIGNEE prior to or at ClosingSeller; and (d7) (i) Capital or maintenance expenses incurred by ASSIGNOR By an amount equal to the extent each such expense Asset Operating Fee, as that term is attributable to the Property for the period on and after the Effective Date and is either (A) approved or deemed approved under described in Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided15.16, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEEbelow.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward by the following expenses following: 1. an amount equal to all proceeds (net of royalty and revenues (without duplicationTaxes not otherwise accounted for hereunder) ( “Upward Adjustments”): (a) ASSIGNOR’s share of all actual production received and operating costs and expenses, overhead charges under applicable operating agreements, capital expenditures paid or incurred retained 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 Buyer from the sale of all Hydrocarbons produced from or attributable credited to the Property and other income from the Property received by ASSIGNEE, Assets prior 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 2. an amount equal to all direct and actual expenses attributable to the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR Assets, including without limitation the Property Expenses, incurred and ASSIGNEE prior paid by Seller that are attributable to or at Closing; andthe period after the Effective Date; (d) (i) Capital or maintenance expenses incurred by ASSIGNOR 3. to the extent each such expense is not covered in the preceding subparagraph, an amount equal to all prepaid expenses attributable to the Property for the period on and Assets after the Effective Date that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs, applicable insurance costs through Closing, and is either (A) approved prepaid utility charges; 4. an amount equal to the value of all Hydrocarbons in storage or deemed approved under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion pipelines as of the Property Effective Date that is credited to the Assets, provided that the value of oil in the production tanks shall be calculated to include only the oil stored above the load lines as of the Effective Date (i.e. a Buyer is not responsible for paying Seller “tank bottoms”). For purposes of the Preliminary Settlement Statement, the value will be based upon the actual price received for such oil, gas, or natural gas liquids, less applicable taxes, upon the first unaffiliated third party sale thereof, if available, and upon such estimates, as are reasonably agreed upon by the Parties, to the extent actual amounts sold, or to be sold, and prices obtained, or to be obtained, are not known at Closing. For purposes of the Final Settlement Statement, the value will be based upon actual amounts sold and prices obtained, less applicable taxes; 5. for purposes of the Preliminary Settlement Statement, an amount equal to the value of imbalances including, without limitation, pipeline, plant, and over-produced gas owed to the Seller as of the Effective Date, with the value to be based upon actual amounts received, if available, and upon such estimates as are reasonably agreed upon by the Parties, to the extent actual amounts are not known at Closing, and (ii) expenses incurred by ASSIGNOR with respect for purposes of the Final Settlement Statement based upon actual amounts; 6. an amount equal to the capital or maintenance AFE’s shown on Schedule I-1; providedInterest Addition Adjustment as defined in Article 4.5 below; 7. an operating fee, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses inclusive of all fees related to the extent they exceed one hundred and ten percent (110%) operation of the budgeted Xxxxx, including, but not limited to, overhead and pumper fees, in an amount for such AFE shown on Schedule I-1 without equal to $750.00 per day from the prior written consent Effective Date through the Closing Date; 8. any amount mutually agreed to by the Parties as a result of ASSIGNEEerrors in the Initial Disclosures, if any; and 9. any other amount agreed to by Buyer and Seller.

Upward Adjustments. The Purchase Price will be increased by the following expenses and revenues following, without duplication (without duplication) ( “Upward Adjustments”):), to the extent occurring prior to the Final Settlement Date: (a) ASSIGNOR’s Seller or its Affiliates’ share proportionately attributable to the Conveyed Interests of all actual production production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements, agreements and capital expenditures (subject to the exclusions in Sections 2.2.2(a)(ii) and 2.2.2(e), “Property Costs”), in each case, to the extent paid by Seller or incurred by ASSIGNOR its Affiliates in connection with the ownership or operation of the Property Conveyed Interests (including including, without limitation limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property Conveyed Interests for the period periods on and after the Effective DateTime; provided thatprovided, however, that (i) for the period of time between the Effective Date Time and the Closing Date, with respect to those portions of the Property Conveyed Interests for which ASSIGNOR no operating agreement is a one hundred percent (100%) working interest ownerin place, the upward adjustment shall be Seller or its Affiliates’ share proportionately attributable to the Conveyed Interests of all attributable production production, maintenance and operating costs and expenseexpenses, 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 charges (if any) and expenses attributable to (i) actual capital expenditures paid or claimed personal injury, including death of ASSIGNOR’s employees, incurred by Seller or its Affiliates and (ii) notwithstanding anything in this Agreement to the gross negligence contrary, there shall be no Upward Adjustment under this Section 2.2.2 (a) with respect to any costs or willful misconduct of ASSIGNOR expenses incurred or any of paid by Seller or its Affiliates (A) in the operation violation of its Assets prior Seller’s covenants in Section 10.1 or (B) with respect to Closing, (iii) remediation of environmental conditions created prior Seller’s attempts to the Effective Date and attributable to the Property, (iv) Excluded Assets remediate or ASSIGNOR’s Retained Obligations, (v) curing Title Defects or remediating cure any Adverse Environmental Conditions attributable to the Property, (vi) requiring the furnishing of make-up gas Condition or other gas balancing obligations, or (vii) working interests, royalties, overriding royalties or other interests held in suspense attributable to the PropertyTitle Defect; (b) ASSIGNOR’s for Conveyed Interests operated by Seller, a monthly overhead charge attributable to the Conveyed Interests based on the applicable rate set forth in the relevant operating agreement, if any, or, if no operating agreement is in place, a rate equal to $226.40 per day per Well that has been spudded and on which a drilling rig or completion crew is on location but the Well is not yet completed and placed on production and $24.80 per day per Well that has been completed and placed on production, in each case, to the extent attributable to the Conveyed Interests for periods on and after the Effective Time; (c) Seller or its Affiliates’ share proportionately attributable to the Conveyed Interests of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property Conveyed Interests and other income from the Property Conveyed Interests received by ASSIGNEEBuyer, to the extent they are attributable to the ownership or operation of the Property Conveyed Interests before the Effective DateTime, 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 Closing Date; (cd) Any any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR Seller and ASSIGNEE Buyer prior to or at Closing; and (de) (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 under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that Sections 2.2.2(a), 2.2.2(b), 2.2.2(c), and 2.2.2(d) above shall exclude, without limitation, any liabilities, losses, costs, and expenses attributable to: (i) claims, investigations, administrative proceedings, arbitration or litigation directly or indirectly arising out of or resulting from actual or claimed personal injury, illness or death; property damage; breach of contract (other than claims for payments owing under such contract in the ordinary course of business), improper calculation, reporting or payment of royalties, rights of action given under any statute or regulation, or violation of any law, (ii) obligations to plug xxxxx, dismantle facilities, close pits and restore the surface around such xxxxx, facilities and pits, (iii) claims, investigations, administrative proceedings, arbitration or litigation directly or indirectly arising out of or resulting from actual or claimed contamination of groundwater, surface water, soil or Equipment, and obligations to remediate such contamination, (iv) obligations to balance or furnish make-up Hydrocarbons according to the terms of applicable Hydrocarbon sales, gathering, processing, storage, transportation or similar contracts, (v) gas balancing and other production balancing obligations, (vi) obligations to pay revenues, royalties or other amounts payable to Third Parties with respect to the Conveyed Interests but held in suspense, (vi) casualty and condemnation losses and (vii) any such AFEClaims for indemnification, the Purchase Price will not be increased for contribution or reimbursement from any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEEThird Party.

Upward Adjustments. The To calculate the Closing Amount and for the purposes of the Preliminary Settlement Statement and the Final Settlement Statement calculations, the Purchase Price will shall be increased adjusted upward by the following expenses and revenues (without duplication) ( “Upward Adjustments”):following: (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, An amount equal to (iiA) 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 all proceeds from the sale of Hydrocarbons produced from or attributable to the production of Hydrocarbons from the Assets attributable to the period prior to the Effective Time received by Buyer, net of Taxes (subject to Article 10) and Burdens, and (B) all other income, proceeds, receipts and credits with respect to the Assets attributable to the period prior to the Effective Time received by Buyer; (ii) An amount equal to all Property Expenses attributable to the Assets for the period at and after the Effective Time that were paid by Seller; but excluding costs to cure and/or Remediate, as applicable, any Title Defects, Environmental Defects, or Casualty Losses, or to obtain any Consents or waivers of Preferential Rights or incurred in connection with any breach of this Agreement; (iii) An amount equal to the value of all oil and other income from Hydrocarbons in pipelines or flowlines or in tanks above the Property received by ASSIGNEEpipeline sales connection or other storage (including line fill) (exclusive of any brine, sludge or water that may be present in the oil storage tanks), in each case that at the Effective Time, to the extent they not previously sold by Seller, is credited to Seller’s interest in the Assets, each such value to be the contract price in effect as of the Effective Time or, in the absence of an applicable contract price, the average price per unit for sales of production for the respective production period attributable to the Assets as of the Effective Time, less any Taxes and Burdens; (iv) To the extent that there are attributable any Pipeline Imbalances, if the net of such Imbalances is an overdelivery Imbalance (that is, at the Effective Time, Seller has delivered more gas to the pipeline than the pipeline has purchased or redelivered for Seller), the Purchase Price shall be adjusted upward by $2.50 per MMBtu multiplied by the net overdelivery Imbalance as of the Effective Time in MMBtu; (v) The amount of all prepaid Property Expenses (including pre-paid bonuses, rentals, cash calls and other advances to Third Party operators under applicable joint operating agreements for expenses not yet incurred) and scheduled payments and insurance insofar as such relate solely to the Assets, which in all cases are paid by Seller with respect to the ownership or operation of the Property before Assets at and after the Effective DateTime and except to the extent related to any Assumed Liabilities; provided, however, that such prepaid expenses shall be prorated such that there shall only be an upward adjustment to the extent that such pre-paid expenses relate to the period of time from 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 after the Effective DateTime, in the event that such pre-paid expenses straddle the Effective Time; (cvi) An amount equal to any Asset Taxes and Property Taxes allocated to Buyer pursuant to Article 10 paid or payable by Seller; and (vii) Any other increases in the Purchase Price specified amount provided for in this Agreement or otherwise agreed to in writing between ASSIGNOR by Buyer and ASSIGNEE prior to or at Closing; and (d) (i) Capital or maintenance expenses incurred by ASSIGNOR Seller as an upward adjustment 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 under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s interest in the applicable portion of the Property and (ii) expenses incurred by ASSIGNOR with respect to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent of ASSIGNEEPrice.

Upward Adjustments. The the Purchase Price will shall be increased by the following expenses and revenues (without duplication) ( “Upward Adjustments”):adjusted upward by: (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 an amount equal to the Per Acre Price multiplied by the number of ASSIGNOR’s employees, Net Acres covered by the Leases in excess of the aggregate number of Net Acres set forth in Exhibit A if (iix) the gross negligence or willful misconduct Net Acres covered by the Leases exceeds the aggregate number of ASSIGNOR or any of its Affiliates Net Acres set forth in Exhibit A and (y) the operation of its Assets prior to Closing, (iii) remediation of environmental conditions created prior to NRI for such Lease is not less than 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 NRI for such Lease set forth 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 ClosingExhibit A; and (dii) an amount equal to all Property Expenses (iincluding all prepaid Property Expenses) Capital or maintenance expenses incurred by ASSIGNOR to the extent each such expense is attributable to the Property for [*] to be drilled in [*] Divide County, North Dakota (the period on and [*] Well”) after the Effective Date Time and is either paid by Sellers, including, [*] of all costs paid by Sellers prior to Closing pursuant to that certain Authority For Expenditure dated [*], issued by [*], in the total amount of [*] for the [*] Well (A) approved or deemed approved under Section 10.1 or (B) less than $50,000 net to ASSIGNOR’s the working interest in the [*] Well attributable to the Assets being [*]). For the purposes of this Agreement, the term “Property Expenses” shall mean all capital expenses, joint interest billings, lease operating expenses, lease rentals, minimum royalties and shut-in payments, drilling expenses, workover expenses, geological and any other exploration or development expenditures chargeable under applicable portion operating agreements (or, if there is no applicable operating agreement, that would be chargeable under an operating agreement with terms customary in the area), or other agreements consistent with the standards established by the Council of Petroleum Accountant Societies of North America, that are attributable to operations of the Assets conducted during the period in question; provided that Property Expenses shall not include royalties, overriding royalties, net profits interests, production payments or similar payment burdens, or taxes. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and (ii) expenses incurred by ASSIGNOR filed separately with respect the Securities and Exchange Commission pursuant to the capital or maintenance AFE’s shown on Schedule I-1; provided, however, that with respect to any such AFE, the Purchase Price will not be increased for any such expenses to the extent they exceed one hundred and ten percent (110%) Rule 406 of the budgeted amount for such AFE shown on Schedule I-1 without the prior written consent Securities Act of ASSIGNEE1933, as amended.