Common use of Upward Adjustments Clause in Contracts

Upward Adjustments. To calculate the Closing Amount, the Purchase Price shall be adjusted upward by the following: (i) An amount equal to (A) all proceeds from or attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and after the Effective Time that were paid by Seller; (iii) An amount equal to the value of all oil in tanks above the pipeline sales connection (exclusive of any brine, sludge or water that may be present in the oil storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is credited to Seller’s interest in the Subject Interests at the Effective 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 Subject Interests as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after the Effective Time; and (v) Any other amount provided for in this Agreement or otherwise agreed to in writing by Buyer and Seller as an upward adjustment to the Purchase Price.

Upward Adjustments. To calculate the Closing Amount, the The Per Seller Purchase Price for each Seller shall be adjusted upward by the following: (i) An amount equal to (A) all proceeds from or Property Expenses, including prepaid expenses, attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and 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 the value such Seller’s share of all any oil or condensate in tanks above the pipeline sales connection (exclusive of any brine, sludge or water that may be present in the oil storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is 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 interest in records multiplied by the Subject Interests at the Effective Time, each such value to be the contract price in effect as of for such inventory on 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 Subject Interests as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after the Effective TimeClosing Date; and (v) Any other amount provided for in this Agreement or otherwise agreed to in writing upon by Buyer the Seller Representative and Seller as an upward adjustment to the Purchase PriceBuyer.

Upward Adjustments. To calculate the Closing Amount, the The Purchase Price shall be adjusted upward by the following: (i) An The amount equal to (A) of all proceeds from or Property Expenses attributable to the Assets after the Effective Time and paid by Seller; (ii) The proceeds of production of Hydrocarbons from the Subject Interests attributable to the period prior to Assets occurring before the Effective Time if and received by Buyer, net of Taxes (subject royalties and taxes measured by production, plus an amount equal to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to production from the Subject Interests attributable to the period prior to Assets that occurred before the Effective Time received by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and after the Effective Time that were paid by Seller; (iii) An amount equal to the value of all oil in tanks above the pipeline sales connection (exclusive of any brinebut, sludge or water that may be present in the oil storage tanks) and of all gas because such production is in pipelines and flowlines upstream of the wellhead measurement facilities is credited to Seller’s interest or in the Subject Interests at the Effective Timeprocessing, 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 Subject Interests had not been sold as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, times the price for which in all cases are paid by Seller with respect production from the Assets was sold immediately prior to the ownership of the Subject Interests after the Effective Time; and (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, Seller has delivered more gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted upward by 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 month in which the Effective Time occurs times the net overdelivery imbalance in MMbtus. In the event such publication shall cease to be published, the parties shall select a comparable publication. (iv) An amount equal to the value, based upon the average price received for the month of March, 2002, of Seller's share of any condensate in the tanks produced from or credited to the Leases, Fee Interests and Lands prior to the Effective Time based upon the quantities in condensate tanks as measured by and reflected in Seller's records. (v) Any other amount provided for Post-Effective Time Lease rentals and shut-in this Agreement or otherwise agreed payments made by Seller pursuant to in writing by Buyer and Seller as an upward adjustment to the Purchase PriceSection 12.5.

Upward Adjustments. To calculate the Closing Amount, the The Purchase Price shall be adjusted upward by the following: (i) An amount equal to all (Ax) all proceeds from or Property Expenses, including prepaid expenses, attributable to the production Assets for the period after the Effective Time through May 31, 2003 that are to be paid by Seller (all to be apportioned as of Hydrocarbons from the Subject Interests Effective Time except as otherwise provided), including without limitation, prepaid insurance costs, prepaid utility charges, prepaid rentals, including lease rentals, and prepaid drilling and completion costs (to be apportioned as of the Effective Time based on drilling days), and (y) all other costs and expenses attributable to the period prior to ownership or operation of the Assets after the Effective Time if that are paid by Seller, but in the case of both (x) and (y) excluding any administrative overhead charges by Seller or any of its affiliates. To the extent the actual Property Expenses or such other costs and expenses are not known at Closing, the adjustment will be made utilizing the estimate of Seller (based upon prior months history of expenses for the Assets where appropriate), after approval of such estimate by Buyer (with such approval not to be unreasonably withheld); provided, however, for all such Property Expenses and other costs and expenses for which Seller receives an upward adjustment to the Purchase Price which have not been paid at Closing, Seller shall be responsible for paying such Property Expenses and such other costs and expenses after Closing. (ii) The proceeds of production attributable to the Assets occurring before the Effective Time and received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments royalties and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received taxes measured by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and after the Effective Time that were paid by Seller;production. (iii) An amount equal to production from the value of all oil in tanks above the pipeline sales connection (exclusive of any brine, sludge or water Assets that may be present in the oil storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is credited to Seller’s interest in the Subject Interests at occurred before the Effective TimeTime but, each because such value to be the contract price production is in effect processing, had not been sold as of the Effective Time or, in times the absence of an applicable contract price, price for which production from the average price per unit for sales of production for the respective production period attributable Assets was sold immediately prior to the Subject Interests as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after the Effective Time; and (iv) To the extent that there are any pipelines 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 redelivered for Seller), the Purchase Price shall be adjusted upward by the product of the price received by Seller for the month prior to the month in which the Effective Time occurs times the net overdelivery imbalance in MMbtus. (v) An amount equal to the value, based upon the price received for Seller's share of any oil or condensate in tanks or storage facilities produced from or credited to the Leases, Fee Interests and Lands prior to the Effective Time based upon the saleable quantities in oil or condensate tanks or storage facilities as measured by and reflected in Seller's records. (vi) To the extent that the gas imbalance quantities attributable to the Wells set forth on EXHIBIT C, in the aggregate, reflect less xxxx the actual quantity of gas in MMbtus which Seller is entitled to take in excess of its fractional interest in the Wells as a result of underproduction by Seller from the Wells as of txx Effective Time (such additional quantity of xxxxxproduced gas being the "ADDITIONAL UNDERPRODUCED GAS"), the Purchase Price shall be adjusted upward by an amount equal to the product of $2.00 times the Additional Underproduced Gas. (vii) Any other amount provided for in this Agreement or otherwise agreed to in writing upon by Buyer Seller and Seller as an upward adjustment to the Purchase PriceBuyer.

Upward Adjustments. To calculate the Closing Amount, the The Purchase Price shall be adjusted upward by the following: (i) An amount equal to (A) all proceeds from or Property Expenses, including prepaid expenses, attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and Assets after the Effective Time that were paid by Seller;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 the Assets occurring before the Effective Time (including production from the 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 the 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, Seller has delivered more gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted upward by the product of the price received by Seller times the net overdelivery imbalance in MMbtus. (iv) An amount equal to the value Seller’s share of all any oil or condensate in tanks above the pipeline sales connection (exclusive of any brine, sludge or water that may be present in the oil storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is 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 Seller’s interest in records multiplied by the Subject Interests at the Effective Time, each such value to be the contract price in effect as of for such inventory on 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 Subject Interests as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after the Effective TimeClosing Date; and (v) Any other amount provided for in this Agreement or otherwise agreed to in writing upon by Buyer Seller and Seller as an upward adjustment to the Purchase PriceBuyer.

Upward Adjustments. To calculate the Closing Amount, the The Purchase Price shall be adjusted upward by the following, without duplication: (i) An the amount equal to of all Property Expenses (Aincluding all prepaid Property Expenses) all proceeds from or attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to Assets after the Effective Time if received and paid by Buyer, net of Taxes Sellers (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received by Buyer; (ii) An an amount equal to the Property Expenses overhead chargeable under operating agreements where a Seller or an Affiliate of Seller is the operator even though overhead may not have historically been charged or paid), and the amount of all Royalties, Taxes attributable to Hydrocarbons produced from the Subject Interests for the period from and Assets after the Effective Time that were and paid by Seller; (iiiii) An the proceeds of production of Hydrocarbons attributable to the Assets occurring before the Effective Time and received by Buyer plus an amount equal to all Hydrocarbons attributable to the value of all oil in tanks above the pipeline sales connection (exclusive of any brineAssets that, sludge or water that may be present in the oil storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is credited to Seller’s interest in the Subject Interests at the Effective Time, each such value to be are owned by Sellers and are in storage above 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 load line connection to the Subject Interests as of storage tanks multiplied by the price for which production from the Assets was sold immediately prior to the Effective Time, less (net of all Royalties, Taxes; provided that to the extent such a netting is made, Buyer shall assume the obligation to pay the netted amounts to the Persons to whom such amounts are due); (iii) expenses and capital costs incurred by Sellers attributable to permitting, locating, staking, constructing roads and drill pads, and drilling and completing xxxxx, and other expenses and costs, whether incurred before or after the Effective Time, that are attributable to xxxxx located on the Assets the actual drilling or completion of which is completed after the Effective Time, including those xxxxx listed on Schedule 3.2(a)(iii), provided the Anadarko Cap-Ex shall be the responsibility of Sellers and shall not be included in any Taxes and royalties, overriding royalties, net profit payments and similar burdensupward adjustment calculation; (iv) The amounts owed by Buyer to Seller under Article 14; (v) an amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid by Seller with respect equal to the ownership sum of the Subject Interests after the Effective TimeInterest Additions; and (vvi) Any other an amount provided for in this Agreement or otherwise agreed to in writing by Buyer and Seller as an upward adjustment equal to the Purchase Pricenumber of shares of Common Stock in the Stock Consideration multiplied by the per share dividend of cash or other assets with respect to any dividend of Buyer for which the record date for determining which stockholder is entitled to receive such dividend occurs on or after the Execution Date and on or before the Closing Date (or, if later, the date that Buyer becomes the record owner of the Common Stock included in the Stock Consideration).

Upward Adjustments. To calculate the Closing Amount, The Cash Portion of the Purchase Price Price, and therefore the Purchase Price, each shall be adjusted upward by the following: (i) 1. An amount equal to all proceeds, receivables and other assets (Anet of royalty and Taxes not otherwise accounted for hereunder) received and retained by Buyer from the sale of all proceeds Hydrocarbons produced from, credited to or arising from or the Assets prior to the Effective Time; 2. An amount equal to all direct and actual expenses attributable to the production of Hydrocarbons from Assets, including, without limitation, the Subject Interests Property Expenses, incurred and paid by Seller that are attributable to the period prior to after the Effective Time if received by BuyerTime; 3. To the extent not covered in the preceding paragraph, net of Taxes (subject an amount equal to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests prepaid expenses attributable to the period prior to the Effective Time received by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and 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; (iii) 4. An amount equal to the value (net of applicable Taxes) of Seller’s share of all oil in storage tanks above the load line and gas through the meters on the pipeline sales connection at the Effective Time to be calculated as follows: The value shall be the product of (exclusive of any brine, sludge or water that may be present i) the volume in the oil each storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is credited tank (attributable to Seller’s interest in the Subject Interests at the Effective Time, each such value to be the contract price in effect interest) as of the Effective Time or, in as shown by the absence of an applicable contract price, actual gauging reports or gas through the average price per unit for sales of production for meters on the respective production period pipeline (attributable to the Subject Interests Seller’s interest) as of the Effective Time, less multiplied by (ii) the EDQ price posted by Plains Marketing LP for March 2008 production together with any Taxes bonus provided for under Seller’s contract with Plains Marketing LP; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and royaltiesretain the proceeds, overriding royaltiesor portion thereof, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including attributable to the pre-paid bonuses and rentals), scheduled payments, and Taxes, which Effective Time merchantable oil in all cases are paid by Seller with respect to the ownership of storage tanks above the Subject Interests after load line or gas through the Effective Timemeters on the pipeline; and (v) 5. Any other amount provided for in this Agreement or otherwise agreed to in writing by Buyer and Seller as an upward adjustment to the Purchase PriceSeller.

Upward Adjustments. To calculate the Closing Amount, the The Purchase Price shall be adjusted upward by the following: (i) An amount equal to (A) all proceeds from or Property Expenses, including prepaid expenses, attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received by Buyer; (ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and Assets after the Effective Time that were paid by Seller;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 the Assets occurring before the Effective Time and received by Buyer, net of royalties and taxes measured by production. (iii) An amount equal to production from the value of all oil in tanks above Assets that occurred before the pipeline sales connection (exclusive of any brineEffective Time but, sludge or water that may be present in the oil storage tanks) and of all gas because such production is in pipelines and flowlines upstream or in processing, had not been sold as of the wellhead measurement facilities Effective Time times the price for which production from the Assets was sold immediately prior to the Effective Time; (iv) To the extent that there are any pipelines imbalances, if the net of such imbalances is credited to Seller’s interest in the Subject Interests an overdelivery imbalance (that is, at the Effective Time, each such value Seller has delivered more gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted upward by the contract price in effect as product 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 Subject Interests as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens; (iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid received by Seller with respect to times the ownership of the Subject Interests after the Effective Time; andnet overdelivery imbalance in MMbtus. (v) Any other An amount provided for in this Agreement or otherwise agreed equal to in writing the value actually received by Buyer and Seller as an upward adjustment for 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 Seller's records; and (vi) To the extent that the gas imbalance volumes attributable to the Xxxxx set forth on Exhibit C, in the aggregate, reflect less than the actual volume of gas in MMbtus which Seller is entitled to take in excess of its fractional interest in the Xxxxx xxx result of underproduction by Seller from the Xxxxx as of the EffectiveTime (such additional volume of underproduced gas being the "AdditionalUnderproduced Gas"), the Purchase PricePrice shall be adjusted upward by an amount equal to the product of Two Dollars ($2.00) times the Additional Underproduced Gas.

Upward Adjustments. To calculate the Closing Amount, the Initial Purchase Price shall be adjusted upward by the following: (i1) An amount equal to (A) all The proceeds from or attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other incomeburdens, proceeds, receipts and credits with respect to from the Subject Interests attributable to sale of any Hydrocarbons that were produced from the period Assets prior to the Effective Time received by BuyerTime; (ii2) An amount equal to the all Property Expenses attributable to the Subject Interests Assets for the period from and after the Effective Time that were paid by SellerSeller prior to Closing; (iii3) An amount equal to the value of (i) all oil and other Hydrocarbons in pipelines or flowlines or in tanks above the pipeline sales connection (exclusive of any brine, sludge or water that may be present in the oil storage tanks) and of all gas ), in pipelines and flowlines upstream each case that at the Effective Time, estimated based on run tickets as of the wellhead measurement facilities Effective Time, is credited to Seller’s 's interest in the Subject Interests Leases, Lands or Xxxxx and (ii) all unsold inventory of gas plant products attributable to Seller's interests in the Leases, Lands or Xxxxx at the Effective 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 Subject Interests Leases, Lands or Xxxxx as of the Effective Time, less any Taxes and applicable royalties, overriding royalties, net profit payments and similar burdens; (iv4) The amount To the extent that there are any pipeline imbalances, if the net of all prepaid expenses such imbalances is an overdelivery imbalance (including pre-paid bonuses and rentals)that is, scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after at the Effective Time, Seller has delivered more gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted upward by the first-of-the-month price of spot gas delivered to pipelines for El Paso Natural Gas Co. (Permian Basin) as reported in Inside F.E.R.C.'s Gas Market Report for the month in which the Effective Time occurs times the net overdelivery imbalance in MMbtus. In the event such publication shall cease to be published, the Parties shall select a comparable publication; and (v5) Any other amount provided for in this Agreement or otherwise agreed to in writing by Buyer Xxxxx and Seller as an upward adjustment to the Purchase PriceSeller.

Upward Adjustments. To calculate the Closing Amount, the Initial Purchase Price shall be adjusted upward by the following: (i1) An amount equal to (A) all The proceeds from or attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other incomeburdens, proceeds, receipts and credits with respect to from the Subject Interests attributable to sale of any Hydrocarbons that were produced from the period Assets prior to the Effective Time received by BuyerTime; (ii2) An amount equal to the all Property Expenses attributable to the Subject Interests Assets for the period from and after the Effective Time that were paid by SellerSeller prior to Closing; (iii3) An amount equal to the value of (i) all oil and other Hydrocarbons in pipelines or flowlines or in tanks above the pipeline sales connection (exclusive of any brine, sludge or water that may be present in the oil storage tanks) and of all gas ), in pipelines and flowlines upstream each case that at the Effective Time, estimated based on run tickets as of the wellhead measurement facilities Effective Time, is credited to Seller’s 's interest in the Subject Interests Leases, Lands or Xxxxx and (ii) all unsold inventory of gas plant products attributable to Seller's interests in the Leases, Lands or Xxxxx at the Effective 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 Subject Interests Leases, Lands or Xxxxx as of the Effective Time, less any Taxes and applicable royalties, overriding royalties, net profit payments and similar burdens; (iv4) The amount To the extent that there are any pipeline imbalances, if the net of all prepaid expenses such imbalances is an overdelivery imbalance (including pre-paid bonuses and rentals)that is, scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after at the Effective Time, Seller has delivered more gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted upward by the first-of-the-month price of spot gas delivered to pipelines for El Paso Natural Gas Co. (Permian Basin) as reported in Inside F.E.R.C.'s Gas Market Report for the month in which the Effective Time occurs times the net overdelivery imbalance in MMbtus. In the event such publication shall cease to be published, the Parties shall select a comparable publication; and (v5) Any other amount provided for in this Agreement or otherwise agreed to in writing by Buyer and Seller as an upward adjustment to the Purchase PriceSeller.