Common use of Upward Adjustments Clause in Contracts

Upward Adjustments. The Purchase Price will be increased by the following (“Upward Adjustments”): (a) Seller’s share of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for periods on and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the Xxxxx is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bbl; and (e) any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at Closing.

Upward Adjustments. The Unadjusted Purchase Price will shall be increased adjusted upward by the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share An amount equal to the aggregate amount of capital contributions, made in accordance with the LLC Agreement and Contribution Agreement, made by Seller or any of its Affiliates (other than the Acquired Companies) to the Company or any Subsidiary attributable to periods from and after the Effective Time and on or prior to Closing; (ii) An amount equal to the total estimated amount to be paid to Seller by the Acquired Companies under the Seller Management Services Agreements for services performed from the Effective Time through the Closing Date that are not paid under such agreements; (iii) An amount equal to all actual production, maintenance and operating reasonable costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid expenses incurred by the Acquired Companies (or incurred by Seller in connection with or any of its Affiliates (other than the ownership or operation Acquired Companies) for the account of the Property Acquired Companies) paid by Seller attributable to periods after the Effective Time and on or prior to Closing from Seller’s or its Affiliates’ (other than then Acquired Companies) own funds, excluding amounts accounted for in Section 2.2(a)(i); (iv) An amount equal to fifty percent (50%) of all 2015 Qualified Bonus Amounts that are allocated and paid by Seller to non-executive employees performing services to the ordinary course Acquired Companies pursuant to the Bonus Program; (includingv) An amount equal to the aggregate of all income, without limitationproceeds, royalties, minimum royalties, rentals, receipts and prepaid chargescredits earned with respect to the Assets to which Seller is entitled under Section 2.3(b), to provided such amounts are held and retained by any Acquired Company or Purchaser and are (A) not recorded as an account receivable on the extent they are attributable to books of the Property for periods on and after Acquired Companies as of the Effective Time; provided, however, that for or (B) recorded as an account receivable on the period of time between the Effective Time and the Closing Date, with respect to those portions books of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the Xxxxx is underproduced with respect to any Hydrocarbons Acquired Companies as of the Effective Time, but the sum of: amount recorded is only an estimation or was not included in the working capital estimate on Schedule 2.1; (ivi) Without duplication of Section 2.2(a)(v), any amount attributable to under-estimates in working capital and/or infrastructure costs set forth on Schedule 2.1 with respect to gaseous Hydrocarbonsthe Assets, an amount equal to as determined in a manner consistent with the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bblmethodology set forth on Schedule 2.1; and (evii) any Any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed upon by Seller and Purchaser in writing between Seller and Buyer prior to or at Closing.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward by the following (“Upward Adjustments”):amounts: (ai) Seller’s share An amount equal to the aggregate amount of all Taxes, actual production, maintenance expenses and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property Company that are in accordance with generally accepted accounting principles consistently applied in the ordinary course oil and gas industry (including, without limitation, royalties, minimum royalties, rentals, “GAAP”) which are paid by the Company and prepaid charges), to the extent they are attributable to the Property for periods on period of time from and after the Effective Time; providedDate, howeverincluding (A) all operating expenditures and prepaid expenses of the Company attributable to the Properties permitted under this Agreement (inclusive of Seller’s overhead or administrative expenses attributable or allocable to the Properties including royalty disbursements, that for rentals and other similar charges, excise, severance and production Tax payments and any other Tax payments based upon or measured by the period production of time between Hydrocarbons or the receipt of proceeds therefrom), and (B) operating expenses paid by Seller to any third party under applicable joint operating agreements or other contracts or agreements included in or bearing upon the Properties, in each case, as permitted under this Agreement, or in the absence of any joint operating agreements, those operating expenses customarily billed under any such agreement as permitted under this Agreement; (ii) An amount equal to the market value of all Hydrocarbons in storage (as reflected in the records of Seller or, at Buyer’s option, as gauged by Buyer at Buyer’s expense) above the pipeline connection on the Effective Time Date that are produced from, attributable to, or otherwise credited to the Properties as shown by actual gauging reports that are credited to the Properties (it being understood that such value shall be based on the price at which such Hydrocarbons were sold after the Effective Date (on a first-in, first-out basis), less applicable Taxes and the Closing Date, with respect royalty payments); (iii) An amount equal to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead all decreases in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall the L/C attributable to operations of the Company prior to the Closing Date for which the Company has not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) received the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation release of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the Xxxxx is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per BblL/C Collateral attributable thereto; and (eiv) any Any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed in writing between upon by Seller and Buyer prior to or at Closingin writing.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward, without duplication, by the following (“Upward Adjustments”):following: (ai) Seller’s share an amount equal to the proceeds derived from the sale of Hydrocarbons attributable to the Properties (net of royalties and overriding royalties payable to third parties to the extent Buyer assumes and agrees to pay the same) actually received by Buyer and attributable to the Properties which are, in accordance with GAAP, attributable to Seller with respect to periods prior to the Effective Time; (ii) an amount equal to the value of all actual productionHydrocarbons in storage above any pipeline connection owned by Seller at the Effective Time and not previously sold by Seller that is attributable to the Properties, maintenance such value to be the contract price (or if there is no applicable contract price, the market price) in effect as of the Effective Time less Taxes or gravity adjustments, transportation and operating marketing costs that are deducted by the purchaser of such Hydrocarbons (net of all royalties and expensesoverriding royalties payable to third parties to the extent Buyer assumes and agrees to pay the same); (iii) the amount of all expenditures (including, overhead charges under applicable operating agreements without limitation, royalties, rentals and capital expenditures other charges, Taxes and Operating Costs (but if applicable, only to the extent permitted to have been incurred pursuant to Section 8.1(a)(ii))) paid directly by or incurred by on behalf of Seller in connection with the ownership or operation of the Property Properties attributable, in accordance with GAAP, to periods from and after the ordinary course Effective Time; (iv) an amount equal to all prepaid expenses attributable, in accordance with GAAP, to the Properties for the period from and after the Effective Time that are paid by or on behalf of Seller, including, without limitation, royaltiesprepaid utility charges, minimum royaltiesprepayments under leases, rentalseasements and rights-of-way, prepaid insurance premiums and prepaid Taxes; delay rentals and payments under rights-of-way and easements shall be allocated per day over the period by which the applicable lease, right-of-way or easement is extended thereby, and prepaid charges), to the extent they are amounts attributable to the Property for periods on period from and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect shall be deemed to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunderbe prepaid expenses; (bv) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the Xxxxx is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of adjustment, if any, for aggregate Approved Expenditures pursuant to Section 8.1(a)(ii); (Avi) the underproduced volumesamount, multiplied by if any, of Interest Addition Adjustments; (Bvii) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbonsinterest on the Purchase Price at the Prime Rate accruing from but excluding May 31, an amount equal 2007 to the product Closing Date if the Closing shall not have occurred on or before May 31, 2007 as a result of (A) the underproduced volumes multiplied by (B) $46.54 per Bblfailure to be satisfied of the condition precedent to Seller’s obligations set forth in Section 10.1(a); and (eviii) any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed upon in writing between by Seller and Buyer prior to or at ClosingBuyer.