Common use of Upward Adjustments Clause in Contracts

Upward Adjustments. The Base Purchase Price shall be adjusted upward for the following, without duplication: (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets attributable to the periods from and after the Effective Time (including, without limitation, royalties and Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges); (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) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) 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 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.

Upward Adjustments. The Base Purchase Price shall be adjusted upward for by the following, without duplication: (i) the amount of all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets Property Expenses (including all prepaid Property Expenses) attributable to the periods from and Acquired Assets after the Effective Time (includingand paid by Seller, without limitation, royalties and Taxes the amount of all Royalties attributable to Hydrocarbons produced and saved from and the Acquired Properties after the Effective Time, Time and pre-paid charges)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 sale 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 Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets Acquired Properties was sold most recently prior to the Effective Time;; and (iiivi) all positive adjustmentsthe amount of any post-Effective Time rentals and shut-in payments under the Acquired Leases, if any, regarding Additional Interests, as provided in Section 7.2; (iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) 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 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.

Upward Adjustments. The Base Purchase Price shall be adjusted upward for the following, without duplication: (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and approved capital expenditures paid or incurred by Seller Sellers in connection with the ownership and operation of the Assets attributable to the periods from and after the Effective Time (including, without limitation, royalties and Taxes taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, and approved pre-paid charges); expressly excluding, however, all costs and expenses paid or incurred by Sellers prior to the Closing and associated with pipeline repairs and restoration of production to the Xxxxx associated with the Vermilion Block 272 Field (the “VR 272 Repair Costs”); (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) to the extent the Assumed Imbalances reflect an underbalanced under-balanced (or under-produced or and under-received balance) position of Seller Sellers as of the Effective Time regarding the Assets, all adjustments regarding such under under-balanced Assumed Imbalances Imbalances, in accordance with the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connectionOil-In-Tank, as provided in Section 13.1; (vi) 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 attributable to ownership on or after the Effective Time that are paid or to be paid by Seller; and (ixvii) any other upward adjustments to the Base Purchase Price specified in this Agreement.

Upward Adjustments. The Base Purchase Price shall be adjusted upward for by the following, without duplication: 1. An amount equal to all proceeds (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation net of the Assets attributable to the periods from and after the Effective Time (including, without limitation, royalties royalty and Taxes attributable to Hydrocarbons produced not otherwise accounted for hereunder) received and saved retained by the Buyer from and after the Effective Time, and pre-paid charges); (ii) all proceeds attributable to the sale of all Hydrocarbons produced from the Assets and all other income and benefits received by Buyer attributable or credited to production, ownership and operation of the Assets prior to the Effective Time; (iii) 2. An amount equal to all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) direct and actual expenses attributable to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with including, without limitation, the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connectionProperty Expenses, as provided in Section 13.1; (vi) 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 incurred and paid by Seller at or after the Effective Time; (viii) Taxes 3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to ownership on the Assets at or after the Effective Time that are 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 and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be paid calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of the Effective Time as shown by Sellerthe actual gauging reports, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; and (ix) any other upward adjustments provided, however, that the adjustment contemplated by this subsection shall be made only to the Base Purchase Price specified extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons in this Agreementthe 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 Base Purchase Price shall be adjusted upward for by the following, without duplication: (i) the amount of all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets Property Expenses (including all prepaid Property Expenses) attributable to the periods from and Acquired Assets after the Effective Time (includingand paid by Seller, without limitation, royalties and Taxes the amount of all Royalties attributable to Hydrocarbons produced and saved from and the Acquired Assets after the Effective Time, Time and pre-paid charges)by Seller; (ii) the amount of all Leasing Costs (other than those paid by Seller in respect of any Replacement Lease) in respect of the Leasing Program 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 as calculated under Section 15.1 and paid by Seller; (iv) Royalties, net profits, production payments, and other proceeds attributable to the sale of Acquired Assets before the Effective Time and received by Purchaser (and not paid to Seller pursuant to Section 14.2); (v) an amount equal to all Hydrocarbons attributable to the Acquired Assets that, at the Effective Time, were in storage, in tanks, or above the load level connection, multiplied by the applicable price for which the applicable production from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets Acquired Properties was sold most recently prior to the Effective Time;; and (iiivi) all positive adjustmentsthe amount of any post-Effective Time rentals and shut-in payments under the Acquired Leases, if any, regarding Additional Interests, as provided in Section 7.2; (iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) 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 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.

Upward Adjustments. The Second Closing Base Purchase Price shall be adjusted upward for by the following, without duplication: (iA) the amount of all normal Property Expenses (including all prepaid Property Expenses) and customary production expenses, operating expenses, operated other costs and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets expenses attributable to the periods from and Second Closing Assets after the Effective Time (includingand paid by Seller, without limitation, royalties and Taxes the amount of all Royalties attributable to Hydrocarbons produced from the Second Closing Properties after the Effective Time and saved from paid by Seller; (B) the amount of Asset Taxes attributable to the Second Closing Assets allocable to Purchaser in accordance with Article 15 that are paid or otherwise economically borne by Seller; (C) revenues and after proceeds attributable to the Second Closing Assets occurring before the Effective Time and received by Purchaser, other than amounts held for the benefit of a third party; (D) an amount equal to all Hydrocarbons attributable to the Second Closing Properties that, at the Effective Time, and pre-paid charges); (ii) all proceeds attributable to constitute linefill or that are in storage, in tanks, or above the sale of Hydrocarbons load level connection or within processing plants, multiplied by the applicable price for which the applicable production from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets Second Closing Properties was sold most recently prior to the Effective Time; (iiiE) all positive adjustmentsthe amount of any post-Execution Date rentals, shut-in payments, bonuses, lease extensions and lease renewals under the Acquired Leases, if any, regarding Additional Interests, as provided paid by Seller that were not taken into account when determining the adjustment in Section 7.2; (iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) 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 attributable to ownership on or after the Effective Time that are paid or to be paid by Seller3.2(a)(i)(E); and (ixF) the amount of any other upward adjustments adjustment, if any, determined pursuant to the Base Purchase Price specified in this AgreementSection 3.2(b)(iv).

Upward Adjustments. The Base Purchase Price shall be adjusted upward for by the following, without duplication: (iA) all normal revenues and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets attributable to the periods from and proceeds received after the Effective Time (includingby Sellers, without limitationPurchaser, royalties the Companies, the CAC Subsidiaries and/or Nytis LLC’s allocable share of the revenues and Taxes attributable to Hydrocarbons produced and saved from and after proceeds of the Effective Time, and pre-paid charges); (ii) all proceeds Nytis LLC Subsidiaries attributable to the sale of Hydrocarbons produced from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Acquired Assets prior to the Effective Time; (iiiB) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-revenues and proceeds received balance) position of Seller as of after the Effective Time regarding the Assetsby Purchaser, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions Coalfield Pipeline Company and Cranberry Pipeline Corporation attributable to their respective business of Section 13.4; (v) all adjustments for oil in storage above the pipeline connectiontransporting, as provided in Section 13.1; (vi) adjustments for over-delivered Pipeline Imbalances (volumes owed processing and marketing of Hydrocarbons and associated operations prior 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; (viiiC) Taxes any costs and expenses (including rentals, Royalties, Taxes, capital expenditures, lease operating expenses, and actual overhead charges paid to third-parties under joint operating agreements, joint interest xxxxxxxx, shut-in payments, drilling expenses, workover expenses, geological costs, geophysical costs, and other exploration or development expenditures and costs) paid by Sellers, the Companies or any of the CAC Subsidiaries that are attributable to the ownership on or operation of the Acquired Assets from and after the Effective Time; (D) Sellers’, the Companies’, CAC Subsidiaries’ and Nytis LLC Subsidiaries’ general and administrative expenses in the amount of $175,000 per month (prorated for any partial month) from and after the Effective Time that are paid or to be paid by Selleruntil the Closing Date; and (ixE) any other upward adjustments to payments made by Sellers, the Base Purchase Price specified Companies, the CAC Subsidiaries, or the Nytis LLC Subsidiaries from and after the Effective Time until the Closing Date in this Agreement.respect of any settlement of any Hedging Instrument described on Exhibit L.