Common use of Upward Adjustments Clause in Contracts

Upward Adjustments. The Holdback Amount shall be adjusted upward (without duplication) by: (i) An amount equal to the market value as of the Effective Time of merchantable Hydrocarbons produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02; (ii) An amount equal to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, attributable to the ownership or operation of the Mineral Assets on or after the Effective Time; (v) The amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration of Seller’s transfer of the Other Assets to Forestar Minerals under Section 13.06; and (vii) Any other amount agreed upon in writing by Seller and Buyer.

Upward Adjustments. The Holdback Amount shall Purchase Price will be adjusted upward (increased by the following expenses and revenues, without duplication) by: (i) An the aggregate amount equal to of all non-reimbursed Property Costs that have been paid by the market value as of the Effective Time of merchantable Hydrocarbons produced from or Sellers that are attributable to the Mineral Assets stored in tanks or existing in pipelines or plants ownership and upstream operation of the sales meter as of Assets on and after the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02Date; (ii) An the aggregate amount equal to the of (A) proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or and attributable to the Mineral Assets during any period prior to the Effective Time Date to which the Sellers are entitled under Section 2.3(a) (other than Inventory Hydrocarbons) net of Burdens and severance taxes any of the following actually paid by Buyer to third parties Buyer: (1) Royalties and (2) gathering, processing, transportation and other midstream costs), and (B) other proceeds received with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Assets for which the Sellers would otherwise be entitled under Section 4.01(b)(i)2.3(a); (iviii) Without duplication the aggregate amount of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually prepaid expenses paid by Asset Companies, in compliance the Sellers with this Agreement, that are consistently applied in accordance with GAAP, attributable respect to the ownership or operation of the Mineral Assets on or and after the Effective TimeDate; (iv) the aggregate amount of all Outstanding Accounts Receivable, up to a maximum amount of $150,000.00; (v) The amount the value of any adjustments with respect to Title Benefits the Stock Tank Oil and the Pipeline Inventory (as determined pursuant to ARTICLE 6Section 2.3(a)); (vi) The Other Assets Salvage Valuethe aggregate amount of all Cure Costs with respect to the Assigned Contracts up to the Cure Costs Cap in accordance with Section 2.7; (vii) if applicable, the amount, if any, of Imbalances listed on Schedule 4.16 in consideration of Seller’s transfer favor of the Other Assets Sellers, multiplied by the price per Mcf payable to Forestar Minerals the Sellers under Section 13.06the applicable gas sales Assigned Contract as of the Effective Date, or, to the extent that the applicable Assigned Contracts provide for cash balancing, the actual cash balance amount determined to be due to the Sellers as of the Effective Date; (viii) any deposits included in the Assets, including security deposits and the like; (ix) the amount of all Asset Taxes allocated to Buyer in accordance with Article 11 but that are paid or otherwise economically borne by the Sellers; (x) an amount equal to $200,000.00 per month for each month between the Effective Date and the Closing Date representing recovery of the Sellers’ overhead (such amount to be prorated for each partial month between the Effective Date and the Closing Date); and (viixi) Any any other amount increases in the Purchase Price specified in this Agreement or otherwise agreed upon in writing by Seller between the Sellers and BuyerBuyer prior to or at Closing.

Upward Adjustments. The Holdback Amount a) A surplus in the number of net mineral acres listed in Exhibit “A” results in an increase of the Allocated Value [*] per net mineral acre as provided in Paragraph 5. A surplus in the net revenue interest listed in Exhibit “A,” on a lease-by-lease basis, shall be valued at [*] per one percent (1%) per net mineral acre covered by the Lease with the net revenue surplus. By way of example, if the net revenue interest listed in Exhibit “A” is increased to 73.0% instead of 72.5%, as shown on Exhibit “A,” and that particular lease contains 400 net mineral acres, then the Sale Price will be adjusted upward by [*] (without duplication0.5 x [*] x 400nma). b) by: the value of (i) An amount equal to the market value as of the Effective Time of all merchantable Hydrocarbons oil and condensate produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of Leases prior to the Effective Time which has not been sold by Seller and which is above the inlet flange, delivery line, or fill line in any storage facility or tank (the “Inventory Hydrocarbons”) existing as of the Effective Time, such value to be based upon the extent existing contract price for crude oil or natural gas, as applicable, in effect as of the Effective Time, less severance taxes, transportation fees and other fees that would be deducted by the proceeds thereof have not previously been distributed purchaser of such oil or gas, such Inventory Hydrocarbons to Seller as provided in Section 2.02; be measured at the Effective Time by the operators of the Properties; and (ii) An amount equal to the proceeds actually received by Asset Companies from the sale all of Hydrocarbons produced from or Seller’s unsold inventory of gas plant products, if any, attributable to the Mineral Assets prior to Properties as of Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products; provided, however, that, in each of cases (i) and (ii) above, if there is no such contract existing as of the Effective Time (other than Time, such Inventory Hydrocarbons), net of Burdens and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included Hydrocarbons and/or gas plant products shall be valued in the downward adjustment to same manner as if Inventory Hydrocarbons and/or gas plant products had been sold at the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included posted price in the downward adjustment to field for said Inventory Hydrocarbons and/or gas plant products. c) the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication amount of any adjustment pursuant to Section 4.01(b)(ii)all production expenses, an amount equal to operating expenses and all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, other expenditures attributable to the ownership or operation of the Mineral Assets Properties after the Effective Time and paid by Seller prior to the Closing Date; provided, however, any xxxxx in which the Seller owns 100% of the working interest, the operating expenses will be calculated on a Council of Petroleum Accountants Society (“XXXXX”) basis which is mutually agreed between the Parties d) the amount of all ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Xxxxx asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Effective Time; (vClosing Date if, after taking into account any curative or remedial action accomplished after Xxxxx’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) The amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration of Seller’s transfer is greater than 10% of the Other Assets to Forestar Minerals under Section 13.06; and (vii) Any other amount agreed upon in writing by Seller and BuyerSale Price.

Upward Adjustments. The Holdback Amount a) A surplus in the number of net mineral acres listed in Exhibit “A” results in an increase of the Allocated Value [*] per net mineral acre as provided in Paragraph 5. A surplus in the net revenue interest listed in Exhibit “A,” on a lease-by-lease basis, shall be valued at [*] per one percent (1%) per net mineral acre covered by the Lease with the net revenue surplus. By way of example, if the net revenue interest listed in Exhibit “A” is increased to 73.0% instead of 72.5%, as shown on Exhibit “A,” and that particular lease contains 400 net mineral acres, then the Sale Price will be adjusted upward by [*] (without duplication0.5 x [*] x 400nma). b) by: the value of (i) An amount equal to the market value as of the Effective Time of all merchantable Hydrocarbons oil and condensate produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of Leases prior to the Effective Time which has not been sold by Seller and which is above the inlet flange, delivery line, or fill line in any storage facility or tank (the “Inventory Hydrocarbons”) existing as of the Effective Time, such value to be based upon the extent existing contract price for crude oil or natural gas, as applicable, in effect as of the Effective Time, less severance taxes, transportation fees and other fees that would be deducted by the proceeds thereof have not previously been distributed purchaser of such oil or gas, such Inventory Hydrocarbons to Seller as provided in Section 2.02; be measured at the Effective Time by the operators of the Properties; and (ii) An amount equal to the proceeds actually received by Asset Companies from the sale all of Hydrocarbons produced from or Seller’s unsold inventory of gas plant products, if any, attributable to the Mineral Assets prior to Properties as of Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products; provided, however, that, in each of cases (i) and (ii) above, if there is no such contract existing as of the Effective Time (other than Time, such Inventory Hydrocarbons), net of Burdens and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included Hydrocarbons and/or gas plant products shall be valued in the downward adjustment to same manner as if Inventory Hydrocarbons and/or gas plant products had been sold at the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included posted price in the downward adjustment to field for said Inventory Hydrocarbons and/or gas plant products. c) the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication amount of any adjustment pursuant to Section 4.01(b)(ii)all production expenses, an amount equal to operating expenses and all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, other expenditures attributable to the ownership or operation of the Mineral Assets Properties after the Effective Time and paid by Seller prior to the Closing Date; provided, however, any xxxxx in which the Seller owns 100% of the working interest, the operating expenses will be calculated on a Council of Petroleum Accountants Society (“XXXXX”) basis which is mutually agreed between the Parties d) the amount of all ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Effective Time; (vClosing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) The amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration of Seller’s transfer is greater than 10% of the Other Assets to Forestar Minerals under Section 13.06; and (vii) Any other amount agreed upon in writing by Seller and BuyerSale Price.

Upward Adjustments. The Holdback Amount Purchase Price shall be adjusted upward (without duplication) byby the following: (i1) An amount equal to the market value as of the Effective Time of merchantable Hydrocarbons produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of the Effective Time all proceeds (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02; (ii) An amount equal to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens royalty and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(iTaxes not otherwise accounted for hereunder) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of all Hydrocarbons produced from or attributable credited to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i))Date; (iv2) Without duplication of any adjustment pursuant Subject to Section 4.01(b)(ii9.1(a), an amount equal to all the Property Costs actually Expenses, incurred and paid by Asset Companies, in compliance with this AgreementSeller, that are consistently applied attributable to the period after the Effective Date; (3) To the extent not covered in accordance the preceding paragraph, an amount equal to the prepaid Property Expenses attributable to the period after the Effective Date that were paid by or on behalf of Seller; (4) An amount equal to the value (net of applicable Taxes and deductions by the purchaser(s) of production) of Seller’s share of all oil in storage tanks with GAAPrespect to the Assets at the Effective Date to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s interest) as of the Effective Date as shown by the actual gauging reports, less any volumes below the load line, multiplied by (ii) the price actually received for February 2012 production under the applicable marketing contract if the hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection (4) shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the ownership or operation of pre-Effective Date merchantable oil in the Mineral Assets on or after the Effective Timestorage tanks; (v5) The Subject to Section 9.1(a), as applicable, an amount of any adjustments with respect equal to Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration of the Seller’s transfer actual cost paid by Seller as of the Other Assets to Forestar Minerals under Section 13.06Closing Date for Post-Effective Date AMI Leases; and (vii6) Any any other amount agreed upon in writing to by Seller Buyer and BuyerSeller.

Upward Adjustments. The Holdback Amount Purchase Price shall be adjusted upward (by the following, without duplication) by: (i) An The amount equal of all Property Expenses attributable to the market value as ownership or operation of the Assets from and after the Effective Time of merchantable Hydrocarbons produced from or attributable and paid by Seller prior to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02;Closing. (ii) An To the extent not otherwise accounted for hereunder, the amount equal to the all proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens applicable Taxes and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication royalties, overriding royalties and other burdens on Seller’s share of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(iproduction not otherwise accounted for hereunder) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received and retained by Buyer from the sale of Hydrocarbons produced from or and attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, attributable to the ownership or operation of the Mineral Assets on or after the Effective Time; (viii) The amount of any adjustments with respect equal to Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration the value of Seller’s transfer share of all crude oil in storage tanks, measured at the fill line at the bottom of the Other tank metering outlet, on the day immediately preceding the Effective Time, to be calculated as the product of (i) the volume of crude oil in each storage tank (attributable to the Seller’s net revenue interest) as of the Effective Time as shown by the gauge report at the Effective Time (provided that the gauge report shall be adjusted for a mutually agreed upon amount of basic sediments and water and provided further that if no gauge report exists, such volumes shall be determined by reference to reasonable interpolative procedures, including reference to applicable run tickets), multiplied by (ii) the last purchase price as of the Effective Time for the Well from which the crude oil in such tank was produced, less applicable Taxes and other adjustments for other matters that were made or would have been made by the purchasers of such production consistent with past practices; provided, however, that the adjustment contemplated by this subsection (iii) shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to crude oil in the storage tanks that was produced from or credited to the Assets prior to Forestar Minerals under Section 13.06the Effective Time; and (viiiv) Any other amount agreed upon With respect to net Imbalances, if the Assets are, as of the Effective Time, in writing the aggregate, underproduced, the Purchase Price shall be adjusted upward by the volume of such net underproduction, multiplied by the relevant commodity price in effect for the applicable Hydrocarbon on the Closing Date under the applicable commodity sales contract under which Seller and Buyeris selling such production as of the Closing Date.

Upward Adjustments. The Holdback Amount Base Purchase Price shall be adjusted upward (for the following, without duplication) by: (i) An amount all normal and customary (A) production expenses, (B) operating expenses, (C) operated and non-operated overhead charges which are chargeable to the joint account pursuant to the terms of the applicable joint operating agreement listed on Schedule 5.20 (or, with respect to those Seller-operated Assets that are not burdened by an existing joint operating agreement, such overhead charge shall be deemed to be equal to $11,000.00 per month for each operated well that is being drilled and $1,100.00 per month for each operated well that is producing), and (D) capital expenditures, which in each case are paid (or pre-paid) (or, with respect to such operated overhead charges, incurred) by Seller in connection with the market value as ownership and operation of the Effective Time of merchantable Hydrocarbons produced from or Assets and attributable to the Mineral Assets stored in tanks or existing in pipelines or plants periods from and upstream of the sales meter as of after the Effective Time (including, without limitation, royalties and production, severance and excise Taxes, capital expenses and other costs Seller paid that are attributable to Hydrocarbons produced and saved from and after the “Inventory Hydrocarbons”) Effective Time, and pre-paid charges paid by Seller that relate to the extent that ownership and operation of the proceeds thereof have not previously been distributed Assets and attributable to Seller as provided in Section 2.02the periods from and after the Effective Time); (ii) An amount equal all proceeds attributable to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or the Assets and all other income received by Buyer attributable to production, ownership and operation of the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons)Time, net of Burdens and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of provided, however, that there shall not be any amounts included in the downward upward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) for any proceeds or income Buyer receives that are attributable to the extent that ownership or sale of the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Hydrocarbons described in subclause (ii) of Section 2.022.4; (iii) An amount equal to all adjustments for oil in storage above the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included pipeline connection, as provided in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i))13.1; (iv) Without duplication all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of any adjustment pursuant to Section 4.01(b)(iithe Effective Time which are described on Schedule 3.3(a)(iv), an amount equal to all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, ; (v) Taxes (other than Income Taxes) attributable to the ownership or operation of the Mineral Assets on or after the Effective Time; (v) The amount of any adjustments with respect Time that are paid or to Title Benefits pursuant to ARTICLE 6be paid by Seller; (vi) The Other Assets Salvage Valueall delay rentals or expenditures that are described on Schedule 3.3(a)(vi), or are approved in consideration of Seller’s transfer of writing by Buyer and are paid by Seller before or after the Other Assets Effective Time for options to Forestar Minerals under Section 13.06extend and renew Leases after the Effective Time; and (vii) Any any other amount agreed upon upward adjustments to the Base Purchase Price specified in writing by Seller and Buyerthis Agreement.

Upward Adjustments. The Holdback Amount shall Cash Consideration will be adjusted upward (by, without duplication) by: (i1) An an amount equal to the market value as all proceeds received and retained by Buyer or any of the Effective Time of merchantable Hydrocarbons produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02; (ii) An amount equal to the proceeds actually received by Asset Companies its Affiliates from the production, transportation, gathering, processing, treating, or sale of Hydrocarbons produced from or attributable or credited to the Mineral Assets prior to the Effective Time (Time, excluding Inventory, less any costs, Burdens, Taxes, transportation, quality, or other than Inventory Hydrocarbons)deductions, net of Burdens differentials and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02postproduction costs and expenses; (iii2) An an amount equal to the proceeds actually value of all Inventory as of the Effective Time, or, if such Inventory has not been sold, an amount equal to (i) the volume of Inventory (with respect to (x) oil or (y) natural gas if such natural gas is measured on an Mcf basis) or heating content (with respect to natural gas if such natural gas is measured on an MMBtu basis) multiplied by (ii) the average sales price received by Buyer from Seller or its Affiliates for the sale of Hydrocarbons produced from like volumes or attributable to heating content for the Mineral Assets prior the Effective Time month of February 2021 (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i)deductions or Taxes); (iv3) Without duplication of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually Expenses attributable to periods from and after the Effective Time that are paid or borne by Seller or any of its Affiliates; (4) to the extent not covered in the preceding paragraph, an amount equal to the prepaid Property Expenses (other than any Income Taxes, Asset CompaniesTaxes, in compliance with and Transfer Taxes imposed on any transfer of the Assets under this Agreement, that are consistently applied in accordance with GAAP, ) attributable to the ownership Assets from and after the Effective Time that were paid or operation borne by or on behalf of Seller or its Affiliates and that have not been incurred as of the Mineral Assets Effective Time, including lease rentals, prepaid compressor and other rental charges, prepaid rights of way and license fees, and prepaid utility charges; (5) all expenses, including capital expenditures, incurred and paid by or on behalf of Seller in connection with the Capital Projects or AFEs described on Schedule 6.14 incurred or paid after the Effective Time; (v6) The the amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6set forth on Schedule 2.3(d)(6); (vi7) The Other Assets Salvage Valuean amount equal to all Asset Taxes allocable to Buyer in accordance with Section 9.1 or Section 9.2 that are paid or borne by Seller or any of its Affiliates; (8) an amount equal to the upward adjustment contemplated by Section 2.3(f) as a result of any Imbalance Volumes, in consideration of Seller’s transfer of if any; (9) an amount equal to the Other Assets to Forestar Minerals under Section 13.06Title Benefit Amount, if any; and (vii10) Any any other amount provided for in this Agreement or as may be agreed upon to in writing by Seller Buyer and BuyerSeller.

Upward Adjustments. The Holdback Amount Purchase Price shall be adjusted upward (without duplication) byby the following: (i) An amount equal The following amounts, to the market value as of extent incurred and actually paid by Sellers in accordance with the Effective Time of merchantable Hydrocarbons produced from or terms hereof: (A) all direct costs and expenditures properly chargeable to Sellers’ interests in the Properties under applicable operating agreements that are attributable to the Mineral Assets stored in tanks or existing in pipelines or plants drilling, completion, recompletion, reworking, operation and upstream maintenance of the sales meter as of the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02; (ii) An amount equal to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens Properties on and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, attributable to the ownership or operation of the Mineral Assets on or after the Effective Time; (vB) The amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6all bonuses, delay rentals, and shut-in payments due after (and expressly excluding those due before) the Effective Time; (viC) The Other Assets Salvage Valueall ad valorem, in consideration of Seller’s transfer of the Other Assets property and other taxes that are allocated to Forestar Minerals under Buyer pursuant to Section 13.067.5(d) herein below; and (viiD) all amounts relating to obligations arising under the Contracts relating to the Properties with respect to operations or production after the Effective Time; (ii) Any other amount agreed upon in writing by Seller Sellers and Buyer. (iii) If Buyer or Sellers discover that, with respect to any Xxxxx or Leases set forth on attached Exhibit “A-1”, the aggregate net revenue interest owned by all Sellers is greater than stated on Exhibit “A-1”, and the aggregate working interest owned by all Sellers associated with such Well or Lease does not increase by a percentage greater than the percentage increase in the net revenue interest, then the Purchase Price shall be adjusted upward by an amount that is the product of the Allocated Value attributed to such Properties, multiplied by a fraction, the numerator of which is the difference between the actual aggregate net revenue interest and the aggregate net revenue interest applicable thereto set forth on Exhibit “A-1”, and the denominator of which is the applicable aggregate net revenue interest set forth on Exhibit “A-1”; provided, however, there shall be no such upward adjustment made pursuant to this Section 7.5(a)(iii) until the aggregate total of all such adjustments exceeds One Hundred Thousand Dollars ($100,000), whereupon the Purchase Price shall be adjusted by the total amount of such adjustments.

Upward Adjustments. The Holdback Amount Cash Portion of the Purchase Price, and therefore the Purchase Price, each shall be adjusted upward (without duplication) byby the following: (i) 1. An amount equal to the market value as of the Effective Time of merchantable Hydrocarbons produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants all proceeds, receivables and upstream of the sales meter as of the Effective Time other assets (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02; (ii) An amount equal to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens royalty and severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(iTaxes not otherwise accounted for hereunder) to the extent that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received and retained by Buyer from the sale of all 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 Mineral Assets prior Assets, including, without limitation, the Property Expenses, incurred and paid by Seller that are attributable to the period after the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included Time; 3. To the extent not covered in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication of any adjustment pursuant to Section 4.01(b)(ii)preceding paragraph, an amount equal to all Property Costs actually prepaid expenses attributable to the Assets after the Effective Time that were paid by Asset Companiesor on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes) of Seller’s share of all oil in compliance storage tanks above the load line and gas through the meters on the pipeline at the Effective Time to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s interest) as of the Effective Time as shown by the actual gauging reports or gas through the meters on the pipeline (attributable to Seller’s interest) as of the Effective Time, multiplied by (ii) the EDQ price posted by Plains Marketing LP for March 2008 production together with this Agreementany bonus provided for under Seller’s contract with Plains Marketing LP; provided, however, that are consistently applied in accordance with GAAPthe adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the ownership pre-Effective Time merchantable oil in the storage tanks above the load line or operation of gas through the Mineral Assets meters on or after the Effective Time; (v) The amount of any adjustments with respect to Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration of Seller’s transfer of the Other Assets to Forestar Minerals under Section 13.06pipeline; and (vii) 5. Any other amount agreed upon in writing to by Seller Buyer and BuyerSeller.