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 (based on the date of actual service) 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 (other than income 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 (other than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller; and (ix) any other upward adjustments to the Base Purchase Price specified in this Agreement.

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 paid, or incurred with respect to internal charges and expenditures, incurred, by Seller (based on the date of actual service) 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 (other than income taxesany income, franchise or margin Taxes of Sellers) 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 Sellers 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 marketable oil in storage above the pipeline connectionconnection or in tanks, 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) adjustments for certain Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Sellerdescribed in Section 12.3; and (ix) any other upward adjustments to the Base Purchase Price specified in this Agreement.

Upward Adjustments. The Base Purchase Price Pxxxxx Ranch Cash Consideration with respect to the Pxxxxx Ranch 3H Well Interests and the Non-Pxxxxx Ranch Cash Consideration with respect to all other Assets shall each be adjusted (as applicable) upward for the following, without duplication: (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (based on excluding such expenses, charges or expenditures paid out of the date proceeds of actual serviceHydrocarbons produced and saved from and after the Effective Time) 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 production, severance or excise Taxes (other than income 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, less applicable production, severance or excise Taxes, royalties and similar burdens; (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 13.412.4; (viv) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.112.1; (viv) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.512.5; (viivi) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all royalty overpayment amounts and/or future deductions as royalty offsets associated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are this Agreement but paid or to be paid by SellerSeller (excluding such Taxes paid by Seller out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); and (ixvii) any other upward adjustments to the Base Cash Portion of the 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 (excluding any corporate overhead costs beyond what is permitted by the applicable Operating Agreements) and approved capital expenditures paid or incurred by Seller (based on the date of actual service) 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 (other than income taxes) attributable to Hydrocarbons produced and saved from and after the Effective Time, and approved pre-paid charges), excluding, however, any costs incurred or paid to cure any Title Defects, Environmental Defects, or Casualty Defects, and excluding Seller’s Taxes based upon income, profits or capital gains, and excluding lease bonuses and other costs of acquisition of Leases, broker’s fees, and other lease acquisition costs (said exclusion does not apply to lease extension 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 TimeTime (excluding any payments received by, or recoupments taken by, Buyer from and after Closing relative to the Project Payout; (iii) all positive adjustments, if any, regarding Additional Interestsadjustments for oil in inventory or gas beyond the meters, as provided in Section 7.213.1; (iv) to the extent the Assumed Imbalances reflect an underbalanced under-balanced (or under-produced or under-received balance) position of Seller as of the Effective Time Closing regarding the Assets, all adjustments regarding such under under-balanced Assumed Imbalances Imbalances, in accordance with the provisions of Section Sections 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) pipeline imbalances as provided in Section 13.5; (vii) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller; and (ixvi) any other upward adjustments to the Base Purchase Price specified in this Agreement.

Upward Adjustments. The Base Purchase Price Pexxxx Xanch Cash Consideration with respect to the Pexxxx Xanch 3H Well Interests and the Non-Pexxxx Xanch Cash Consideration with respect to all other Assets shall each be adjusted (as applicable) upward for the following, without duplication: (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (based on excluding such expenses, charges or expenditures paid out of the date proceeds of actual serviceHydrocarbons produced and saved from and after the Effective Time) 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 production, severance or excise Taxes (other than income 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, less applicable production, severance or excise Taxes, royalties and similar burdens; (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 13.412.4; (viv) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.112.1; (viv) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.512.5; (viivi) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all royalty overpayment amounts and/or future deductions as royalty offsets associated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are this Agreement but paid or to be paid by SellerSeller (excluding such Taxes paid by Seller out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); and (ixvii) any other upward adjustments to the Base Cash Portion of the 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 (excluding any corporate overhead charges that would not be reimbursable pursuant to XXXXX under a joint operating agreement or similar charges under an applicable pooling order) and capital expenditures paid or incurred by Seller (based on the date of actual service) in connection with the ownership and operation of the Assets Assets, including lease option, extension or rental payments, attributable to the production periods from and after the Effective Time (including, without limitation, including pre-paid royalties and Taxes (other than income taxes) taxes attributable to Hydrocarbons that are attributable to the Interests or Xxxxx produced and saved from and after the Effective Time, and all other pre-paid chargescharges attributable to the periods from and after the Effective Time); (ii) all proceeds attributable to the sale of Hydrocarbons from the Assets Interests or Xxxxx and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets for production periods prior to the Effective TimeTime (net of royalties, overriding royalties and other burdens on Seller’s share of production not otherwise accounted for hereunder); (iii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) an amount equal to the Imbalance Adjustment to the extent the Assumed Imbalances reflect such amount represents 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 provided in accordance with the provisions of Section 13.4; (v) all adjustments for all 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 and future deductions as royalty offsets associated with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller; and (ixviii) any other upward adjustments to the Base Purchase Price specified in this Agreement.

Upward Adjustments. The Base Purchase Price Xxxxxx Ranch Cash Consideration with respect to the Xxxxxx Ranch 3H Well Interests and the Non-Xxxxxx Ranch Cash Consideration with respect to all other Assets shall each be adjusted (as applicable) upward for the following, without duplication: (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (based on excluding such expenses, charges or expenditures paid out of the date proceeds of actual serviceHydrocarbons produced and saved from and after the Effective Time) 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 production, severance or excise Taxes (other than income 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, less applicable production, severance or excise Taxes, royalties and similar burdens; (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 13.412.4; (viv) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.112.1; (viv) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.512.5; (viivi) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all royalty overpayment amounts and/or future deductions as royalty offsets associated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are this Agreement but paid or to be paid by SellerSeller (excluding such Taxes paid by Seller out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); and (ixvii) any other upward adjustments to the Base Cash Portion of the 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 capital expenditures expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (based on excluding such expenses, charges or expenditures paid out of the date proceeds of actual serviceHydrocarbons produced and saved from and after the Effective Time) 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 production, severance or excise Taxes (other than income 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, less applicable production, severance or excise Taxes, royalties and similar burdens; (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-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) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all royalty overpayment amounts and/or future deductions as royalty offsets associated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are this Agreement but paid or to be paid by SellerSeller (excluding such Taxes paid by Seller out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); 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 capital expenditures expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (based on excluding such expenses, charges or expenditures paid out of the date proceeds of actual serviceHydrocarbons produced and saved from and after the Effective Time) 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 production, severance or excise Taxes (other than income 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, less applicable production, severance or excise Taxes, royalties and similar burdens; (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) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all royalty overpayment amounts and/or future deductions as royalty offsets associated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are this Agreement but paid or to be paid by SellerSeller (excluding such Taxes paid by Seller out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); and (ix) any other upward adjustments to the Base Purchase Price specified in this Agreement.

Upward Adjustments. The In addition to Section 3.3(a) above, 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 (based on the date of actual service) Sellers in connection with the ownership and operation of the Assets Assets, including, but not limited to, lease option or extension payments, attributable to the periods from and after the Effective Time (including, without limitation, royalties and Taxes (other than income taxes) taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges) (the fixed overhead charges currently charged to the joint on the Xxxxx by WEC as operator shall continue to be so charged by WEC to the joint account for the adjustment period; in this respect WEC shall be entitled to receive the fixed overhead charges for the adjustment period, proportionally reduced for any period less than a full calendar month); (ii) all proceeds attributable to the sale of Hydrocarbons from the Assets received by Buyer, and all other income and benefits received by Buyer Buyer, attributable to production, ownership and operation of the Assets prior to the Effective TimeTime (net of royalties, overriding royalties and other burdens attributable to the Sale Interests’ share of production not otherwise accounted for hereunder); (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 the Sellers as of the Effective Time regarding the AssetsTime, all adjustments regarding such under balanced underbalanced Assumed Imbalances in accordance with the provisions of Section 13.413.5; (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 SellerSellers) as provided in Section 13.513.6; (vii) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable all fees charged to ownership third parties but for which payment has not been collected by Sellers for services provided on or related to any Key Facility from and after the Effective Time that are paid or to be paid by SellerTime; 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 capital expenditures expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (based on excluding such expenses, charges or expenditures paid out of the date proceeds of actual serviceHydrocarbons produced and saved from and after the Effective Time) 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 production, severance or excise Taxes (other than income 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, less applicable production, severance or excise Taxes, royalties and similar burdens; (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; (viv) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (viv) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5; (viivi) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all royalty overpayment amounts and/or future deductions as royalty offsets associated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with the Assets as of the Effective Time; (viii) Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are this Agreement but paid or to be paid by SellerSeller (excluding such Taxes paid by Seller out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); and (ixvii) any other upward adjustments to the Base Purchase Price specified in this Agreement.