Common use of Allocations and Adjustments Clause in Contracts

Allocations and Adjustments. The following allocations and adjustments shall be made: (a) Notwithstanding the Merger Effective Time, Operating Company shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets on and after the Effective Time, and to all other income, proceeds, receipts, and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Pioneer USA and Retained Company shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on or prior to the Effective Time. “Earned” and “incurred,” as used in this Plan of Merger, shall be interpreted in accordance with generally accepted accounting principles. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “from or attributable to” the Wellbores when they pass through the pipeline connecting into the storage facilities into which they are run, and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “from or attributable to” the Wellbores when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Pioneer USA on or about the Effective Time to the extent possible, and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Operating Company liable for the portion allocated to the period on and after the Effective Time and Pioneer USA and Retained Company liable for the portion allocated to the period before the Effective Time. Proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Pioneer USA and Retained Company and Operating Company when actual tax figures are available.

Allocations and Adjustments. The following allocations and adjustments shall be madeIf the Closing occurs: (a) Notwithstanding the Merger Effective Timeeffective time of the Instruments of Conveyance, Operating Company Buyer shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets on and after the Effective Time, and to all other income, proceeds, receipts, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Pioneer USA and Retained Company Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on or prior to the Effective Time. “Earned” and “"incurred,” as used in this Plan of MergerAgreement, shall be interpreted in accordance with generally accepted accounting principlesprinciples and Council of Petroleum Accountants Society (C▇▇▇▇) standards. “Property Costs” shall mean all amounts attributable to the operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the Effective Time and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “from or attributable to” the Wellbores W▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run, and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “from or attributable to” the Wellbores W▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Pioneer USA Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible, possible and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Operating Company Buyer liable for the portion allocated to the period on and after the Effective Time and Pioneer USA and Retained Company Seller liable for the portion allocated to the period before the Effective Time. Proration If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Pioneer USA Seller and Retained Company and Operating Company Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The "Preliminary Amount" shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. The following allocations and adjustments shall be madeIf Closing occurs: (a) Notwithstanding the Merger Effective Time, Operating Company shall Buyer will be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets each Asset on and after the relevant Effective Time, and to all other income, proceeds, receipts, and credits earned with respect to the Assets on or after the Effective Time, and shall will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Pioneer USA and Retained Company shall Seller will be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets each Asset prior to the Effective Time, and shall will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets each Asset and incurred on or prior to the Effective Time. “Earned” "Property Costs" will mean all amounts attributable to the operation and “incurred,” as used ownership of the Assets incurred and paid in this Plan the Ordinary Course of Merger, shall be interpreted in accordance with generally accepted accounting principlesBusiness. For purposes of allocating revenues, production, proceeds, incomeproducts, accounts receivable, receivable and products proceeds under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “"from or attributable to” " the Wellbores Wells when they pass through the ▇▇▇ pipeline connecting into the storage facilities into which they are run, run and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “"from or attributable to” the Wellbores " Wells when they pass through the ▇▇▇ delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, production the parties shall will rely upon gauging, metering, metering and strapping procedures conducted by Pioneer USA Seller on or about the Effective Time to the extent possible, and, possible and unless demonstrated to be inaccurate, shall inaccurate will utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, metering and strapping data is not available on hand as of the Effective Time. Seller will provide to Buyer evidence of all gauging, metering and strapping procedures conducted hereunder in connection with the Wells, together with all dat▇ ▇▇▇essary to support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price. Ad valorem taxes for 2007 shall 2005 will be prorated on a daily basis, with Operating Company Buyer liable for the portion allocated to the period on and after the Effective Time and Pioneer USA and Retained Company Seller liable for the portion allocated to the period before the Effective Time. Proration If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Pioneer USA Seller and Retained Company and Operating Company Buyer, when actual tax figures are available. The "Preliminary Amount" will be the Purchase Price, adjusted as provided below, based upon the best information available at time of Closing.

Allocations and Adjustments. The following allocations and adjustments shall be madeIf the Closing occurs: (a) Notwithstanding the Merger Effective Timeeffective time of the Instruments of Conveyance, Operating Company Buyer shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets on and after the Effective Time, and to all other income, proceeds, receipts, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Pioneer USA and Retained Company Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on or prior to the Effective Time. “Earned” and “incurred,” as used in this Plan of MergerAgreement, shall be interpreted in accordance with generally accepted accounting principlesprinciples and Council of Petroleum Accountants Society (▇▇▇▇▇) standards. “Property Costs” shall mean all amounts attributable to the operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the Effective Time and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “from or attributable to” the Wellbores ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run, and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “from or attributable to” the Wellbores ▇▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Pioneer USA Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible, possible and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Operating Company Buyer liable for the portion allocated to the period on and after the Effective Time and Pioneer USA and Retained Company Seller liable for the portion allocated to the period before the Effective Time. Proration If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Pioneer USA Seller and Retained Company and Operating Company Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The “Preliminary Amount” shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. The following allocations and adjustments shall be madeIf Closing occurs: (a) Notwithstanding the Merger Effective Time, Operating Company shall Buyer will be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets each Asset on and after the relevant Effective Time, and to all other income, proceeds, receipts, and credits earned with respect to the Assets on or after the Effective Time, and shall will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Pioneer USA and Retained Company shall Seller will be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets each Asset prior to the Effective Time, Time and shall will be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets each Asset and incurred on or prior to the Effective Time. “Earned” "Property Costs" will mean all amounts attributable to the operation and “incurred,” as used ownership of the Assets incurred and paid in this Plan the Ordinary Course of Merger, shall be interpreted in accordance with generally accepted accounting principlesBusiness. For purposes of allocating revenues, production, proceeds, incomeproducts, accounts receivable, receivable and products proceeds under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “"from or attributable to” " the Wellbores ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run, run and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “"from or attributable to” the Wellbores " ▇▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, production the parties shall will rely upon gauging, metering, metering and strapping procedures conducted by Pioneer USA Seller on or about the Effective Time to the extent possible, and, possible and unless demonstrated to be inaccurate, shall inaccurate will utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, metering and strapping data is not available on hand as of the Effective Time. Seller will provide to Buyer evidence of all gauging, metering and strapping procedures conducted hereunder in connection with the ▇▇▇▇▇, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price. Notwithstanding the foregoing, the parties have agreed that Buyer is acquiring as part of the Assets the accounts receivable and gas imbalance makeup rights set forth on Schedule 3.12 attributable to time periods before the Effective Time, and the Purchase Price has been computed based upon the estimated underproduction attributable to the Well described thereon. The Purchase Price will be adjusted to reflect the actual volumes of underproduced gas as of the Effective Time in accordance with Sections 2.05(b) and (c) below. Seller agrees to use its commercially reasonable efforts in assisting Buyer in exercising gas volume makeup rights with respect to such underproduced gas. Ad valorem taxes for 2007 shall 2004 will be prorated on a daily basis, with Operating Company Buyer liable for the portion allocated to the period on and after the Effective Time and Pioneer USA and Retained Company Seller liable for the portion allocated to the period before the Effective Time. Proration If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Pioneer USA Seller and Retained Company and Operating Company Buyer, when actual tax figures are available. The "Preliminary Amount" will be the Purchase Price, adjusted as provided below, based upon the best information available at time of Closing.