Probable and/or Possible Locations definition

Probable and/or Possible Locations means those locations specifically identified and designated as such on Exhibit D. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. Any adjustment to the Purchase Price hereunder shall be reflected in the allocation set forth in Exhibit D consistent with Treasury Regulation Section 1.1060-1T(f). For tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocations set forth above as of the Closing Date, and that neither Party will take any position inconsistent therewith, including in any tax return, refund claim, litigation, arbitration, or otherwise.
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Probable and/or Possible Locations means those locations designated as such on Exhibit D-2. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. For purposes of this Agreement, the Parties agree that the Allocated Value for the Undeveloped Acreage shall be Eighty Dollars ($80.00) per net acre. Any adjustment to the Purchase Price hereunder shall be reflected in the allocation hereunder consistent with Treasury Regulation Section 1.1060-IT (f). For tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocations set forth above as of the Closing Date, and that neither Party will take any position inconsistent therewith, including in any tax return, in any refund claim, in any litigation or arbitration or otherwise.
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Probable and/or Possible Locations means those locations specifically identified and designated as such on Exhibit D. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. For tax purposes, the Parties agree that they shall allocate the Purchase Price, as adjusted hereunder, among the Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder based upon the fair market values for the Assets. The Purchase Price allocation shall be agreed upon before the earliest due date of the Tax returns of Seller and Buyer for the year in which the Closing Date occurs. Seller and Buyer agree to file all information reports and Tax returns (including IRS Form 8594 and any amended Tax returns or claims for refund) in a manner consistent with the Purchase Price allocation agreed upon under this Section 2.03.
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Examples of Probable and/or Possible Locations in a sentence

  • The Purchase Price is allocated among the Assets (including the Xxxxx, PUD Locations, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit D (the “Allocated Values”).

  • In no event shall the aggregate of the Allocated Values of the Units, Xxxxx, PUD Locations, PDNP, Probable and/or Possible Locations, and any other item specified on Exhibit D (such as undeveloped leasehold) (with all such items specifically set forth on Exhibit D being referred to herein as the “Allocated Assets” or as to any single specified item, an “Allocated Asset”) exceed the unadjusted Purchase Price.

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  • In no event shall the aggregate of the Allocated Values of any Xxxxx, PUD Locations, PDNP, and Probable and/or Possible Locations exceed the unadjusted Purchase Price.

  • The term “Title Benefit” shall mean Seller’s Net Revenue Interest in any Well, PUD Location, PDNP, or Probable and/or Possible Locations that is greater than or in addition to the Net Revenue Interest set forth in Exhibit D, or Seller’s Working Interest in any Well, PUD Location, PDNP, or Probable and/or Possible Locations that is less than the Working Interest set forth in Exhibit D (without a proportionate decrease in the Net Revenue Interest).

  • The term "Title Benefit" shall mean Seller's Net Revenue Interest in any Well, PUD Location, PDNP, or Probable and/or Possible Locations that is greater than or in addition to the Net Revenue Interest set forth in Exhibit D, or Seller's Working Interest in any Well, PUD Location, PDNP, or Probable and/or Possible Locations that is less than the Working Interest set forth in Exhibit D (without a proportionate decrease in the Net Revenue Interest).

  • The Purchase Price is allocated among the Assets (including the Xxxxx, PUD Locations, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit C (the "Allocated Values").

  • The Purchase Price is allocated among the Assets (including the Xxxxx, PUD Locations, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit D (the "Allocated Values").

  • In no event shall the aggregate of the Allocated Values of any Wxxxx, PUD Locations, PDNP, and Probable and/or Possible Locations exceed the unadjusted Purchase Price.

  • The Purchase Price is allocated among the Assets (including the Wxxxx, PUD Locations, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit D (the “Allocated Values”).


More Definitions of Probable and/or Possible Locations

Probable and/or Possible Locations means those locations specifically identified and designated as such on Exhibit C. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. Any adjustment to the Purchase Price hereunder shall be reflected in the allocation set forth in Exhibit C consistent with Treasury Regulation Section 1.1060-IT(f). For tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocations set forth above as of the Closing Date, and that neither Party will take any position inconsistent therewith, including in any tax return, refund claim, litigation, arbitration or otherwise. Notwithstanding the foregoing, on Exhibit C there shall be a single line item for the Allocated Value for the Wyoming Inventory.
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Related to Probable and/or Possible Locations

  • Reasonable and prudent parent standard means the

  • Reasonable and Prudent Operator means a person seeking in good faith to perform its contractual obligations and, in the process of doing so and in the overall conduct of its whole undertaking exercising that degree of diligence, skill, prudence and foresight which can reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances complying with all applicable Laws, and any reference to the standard of a Reasonable and Prudent Operator means such degree of diligence, skill, prudence and foresight as aforesaid.

  • Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Hazardous Air Pollutant (HAP means any pollutant listed by the EPA as a hazardous air pollutant in conformance with Section 112(b) of the Clean Air Act. A list of these pollutants is available at the Division of Air Quality.

  • Hazardous air pollutant means any air pollutant listed as a hazardous air pollutant pursuant to Section 112(b) of the FCAA.

  • Environmental Contamination means the introduction or presence of Hazardous Materials at such levels, quantities or location, or of such form or character, as to constitute a violation of federal, state or local laws or regulations, and present a material risk under federal, state or local laws and regulations that the Premises will not be available or usable for the purposes contemplated by this Agreement.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Material of Environmental Concern means and includes pollutants, --------------------------------- contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

  • Probable Mineral Reserve means the economically mineable part of an indicated and, in some circumstances, a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified;

  • Applicable Environmental Laws means any applicable federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources, or public health or safety.

  • Environmental Problem Property A Mortgaged Property or REO Property that is in violation of any environmental law, rule or regulation.

  • Visible area means that portion of the input surface of the image receptor over which incident x-ray photons are producing a visible image.

  • Applicable Environmental Law means any Law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any board of fire underwriters (or other body exercising similar functions), affecting any real or personal property owned, operated or leased by any Credit Party or any other operation of any Credit Party in any way pertaining to health, safety or the environment, including all applicable zoning ordinances and building codes, flood disaster Laws and health, safety and environmental Laws and regulations, and further including (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as “CERCLA”), (b) the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Recovery Act of 1976, as amended by the Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended from time to time, herein referred to as “RCRA”), (c) the Safe Drinking Water Act, as amended, (d) the Toxic Substances Control Act, as amended, (e) the Clean Air Act, as amended, (f) the Occupational Safety and Health Act of 1970, as amended, (g) the Laws, rules and regulations of any state having jurisdiction over any real or personal property owned, operated or leased by any credit Party or any other operation of any Credit Party which relates to health, safety or the environment, as each may be amended from time to time, and (h) any federal, state or municipal Laws, ordinances or regulations which may now or hereafter require removal of asbestos or other hazardous wastes or impose any liability related to asbestos or other hazardous wastes. The terms “hazardous substance”, “petroleum”, “release” and “threatened release” have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided that, in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment with respect to all provisions of this Agreement; provided further that, to the extent the Laws of the state in which any real or personal property owned, operated or leased by any Credit Party is located establish a meaning for “hazardous substance”, “petroleum”, “release”, “solid waste” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply in so far as such broader meaning is applicable to the real or personal property owned, operated or leased by any such Credit Party and located in such state.

  • Environmental Damage means any material injury or damage to persons, living organisms or property or any material pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Total hydrocarbons (THC) means the sum of all volatile compounds measurable by a flame ionization detector (FID).

  • Material Gas Imbalance means, with respect to all Gas Balancing Agreements to which the Borrower or any other Credit Party is a party or by which any Oil and Gas Property owned by the Borrower or another Credit Party is bound, a net overproduced gas imbalance to the Borrower and the other Credit Parties, taken as a whole, in excess of 110,000 Mcf.

  • Environmental Judgments and Orders means all judgments, decrees or orders arising from or in any way associated with any Environmental Requirements, whether or not entered upon consent or written agreements with an Environmental Authority or other entity arising from or in any way associated with any Environmental Requirement, whether or not incorporated in a judgment, decree or order.

  • Total Tangible Assets means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill and deferred tax assets) of the Group, as disclosed on the consolidated statement of financial position in the most recent Accounts of the Group, minus (b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing any Limited Recourse Indebtedness and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case, as reflected in (or derived from) the most recent Accounts of the Group, plus (c) the net cash proceeds received by the Parent Guarantor from any share capital issuance by the Parent Guarantor consummated after the date of the most recent balance sheet included in such Accounts and on or prior to such date.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Environmental Requirement means any Environmental Law, agreement or restriction, as the same now exists or may be changed or amended or come into effect in the future, which pertains to any Hazardous Material or the environment including ground or air or water or noise pollution or contamination, and underground or aboveground tanks.

  • Environmental Harm means serious or material environmental harm or environmental nuisance as defined in the Environmental Protection Xxx 0000 (Qld);

  • Environmental Attributes means any emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances, emission reduction credits or words of similar import or regulatory effect (including emissions reduction credits or allowances under all applicable emission trading, compliance or budget programs, or any other federal, state or regional emission, renewable energy or energy conservation trading or budget program) that have been held, allocated to or acquired for the development, construction, ownership, lease, operation, use or maintenance of the Company as of: (i) the date of this Agreement; and (ii) future years for which allocations have been established and are in effect as of the date of this Agreement.

  • Environmental Requirements means all Laws and requirements relating to human, health, safety or protection of the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials in the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or otherwise relating to the treatment, storage, disposal, transport or handling of any Hazardous Materials.

  • Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:

  • Environmental Actions means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any predecessor in interest.