Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds actually received by the Seller from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of royalties and other burdens, and production, severance, sales, use and similar Taxes measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Seller) net of marketing fees; (b) the amount equal to all unpaid ad valorem, property, production, severance and similar Taxes (excluding income, capital gains, franchise or similar Taxes) based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such Taxes for the immediately preceding calendar year, or, if such Taxes are assessed on other than a calendar year basis, for the Tax period last ended; (c) the amount of all unpaid costs and expenditures in connection with the ownership, operation and maintenance of the Properties (including rentals, overhead, royalties, prepayments, operating, drilling and completion costs and other charges and expenses billed under applicable operating agreements) attributable to periods prior to the Effective Time and that are subsequently paid by or on behalf of Buyer; (d) the amount of any proceeds of the type referenced in (a) attributable to periods after the Effective Time received by Seller on behalf of the unleased interests; (e) all expenses of the type referenced in (c) paid by or on behalf of the Buyer in connection with unleased interests and incurred prior to the Effective Time; and (f) any other amount agreed upon by the Buyer and the Seller, or otherwise required to be reflected pursuant to the other provisions of this Section 2.
Certain Downward Adjustments. The Purchase Price shall be reduced by the following (without duplication): (a) the amount of any proceeds received by the Sellers from the sale of Hydrocarbons, produced from and after the Effective Time or with respect to inventory purchased by the Buyer pursuant to Section 2.5(a), from the Properties (net of (i) royalties and other burdens, (ii) marketing fees, and (iii) production, severance, sales, use and similar Taxes and assessments measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Sellers) actually received by the Sellers; (b) the amount equal to all unpaid ad valorem, property, production, severance and similar Taxes (excluding income, capital gains, franchise or similar Taxes) and assessments based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such Taxes and assessments for the immediately preceding calendar year, or, if such Taxes or assessments are assessed on other than a calendar year basis, for the tax period last ended; and (c) any other amount agreed upon by the Buyer and the Sellers.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any income, proceeds, receipts and credits received by Seller and earned from the Properties attributable to periods after the Effective Time, including proceeds of the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of (i) royalties, and (ii) Property Costs, in each case of (i) and (ii) to the extent to the extent actually paid by Seller); (b) the amount of any Asset Taxes allocable to Seller pursuant to Section 5.9 but paid or payable by Buyer; (c) the amount of all Property Costs paid by Buyer in connection with the ownership, operation and maintenance of the Properties included and conveyed at the Closing and attributable to the period prior to the Effective Time; (d) the amount of the Allocated Values of any Properties excluded from the Closing pursuant to Section 5.4 and Section 5.5; (e) any other amount set forth in this Agreement; (f) the amount of all Suspended Funds; and (g) any other amount agreed upon by Buyer and Seller.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds received by the Sellers from the sale of Hydrocarbons, produced from and after the Effective Time, from the Properties (net of royalties and other burdens; and production, severance and similar taxes and assessments measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Sellers) actually received by the Sellers; (b) the amount equal to all unpaid ad valorem, property, production, severance and similar Taxes (excluding franchise, margin, income or similar taxes) and assessments based upon or measured by the ownership of the Properties or the production of oil, gas or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such taxes and assessments for the immediately preceding calendar year, or, if such taxes or assessments are assessed on other than a calendar year basis, for the tax period last ended; (c) the amount of the Suspended Funds; and (d) any other amount agreed upon by the Buyer and the Sellers.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount necessary to give effect to the terms of Section 5.6; (b) the amount equal to all unpaid Property Taxes based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP for periods prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such Property Taxes for the immediately preceding calendar year, or, if such Property Taxes are assessed on other than a calendar year basis, for the tax period last ended; and (c) any other amount agreed upon by the Buyer and the Sellers.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds received by the Sellers from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of royalties and other burdens, marketing fees, and production, severance and similar taxes and assessments measured by or payable out of production, provided that on oil the amount shall be the amount paid by the purchaser to the Sellers); (b) the amount equal to all unpaid Property Taxes based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP for periods prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such Property Taxes for the immediately preceding calendar year, or, if such Property Taxes are assessed on other than a calendar year basis, for the tax period last ended; and (c) any other amount agreed upon by the Buyer and the Sellers.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds actually received by the Seller from the sale of Hydrocarbons, produced from and after the Effective Time, from the Properties (net of (i) royalties and other burdens on production, (ii) marketing fees in effect as of the Effective Time or as approved in accordance with Section 5.2 and (iii) production, severance and similar taxes and assessments measured by or payable out of production; provided, that on oil the amount shall be the amount paid by the purchaser to the Seller); (b) the amount equal to all unpaid real property, use, occupation, ad valorem, personal property, production and severance taxes (excluding franchise, margin, income or similar taxes) and assessments based upon or measured by the ownership of the Properties or the production of oil, gas or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against the Properties in accordance with GAAP prior to the Effective Time, which amount shall, to the extent not actually assessed or known, be computed based upon such taxes and assessments for the immediately preceding calendar year, or, if such taxes or assessments are assessed on other than a calendar year basis, for the tax period last ended; (c) the amount of any proceeds received by the Seller from the sale between the Effective Time and the Closing of any machinery and equipment included in the Properties unless such machinery or equipment is replaced with suitable replacement machinery or equipment the costs of which are not used to increase the Purchase Price pursuant to Section 2.5; (d) the positive amount, if any, by which the aggregate Allocated Value of the Xxxxx listed in Schedule 2.5 exceeds the aggregate amount of all costs and expenses incurred prior to the Effective Date relating to the development of such Xxxxx paid by the Seller (including any prepayments); and (e) any other amount agreed upon by the Buyer and the Seller.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the value of all merchantable Hydrocarbons attributable to the Properties remitted to the Seller but attributable to the period after the Effective Time (net of royalties and other burdens, and production, severance and similar Taxes measured by or payable out of production); (b) the amount of all expenditures incurred and paid by the Buyer in connection with the ownership, operation and maintenance of the Properties (including capital expenditures, rentals, overhead, royalties, prepayments, operating, drilling and completion costs and other charges and expenses billed under applicable operating agreements) attributable to the period prior to the Effective Time; (c) the amount of all Asset Taxes allocated to the Seller pursuant to Section 13.23 but paid by the Buyer; (d) all downward adjustments under this Article 2, including (i) the amount of all agreed Title Defect Amounts and Environmental Defect Amounts in excess of the applicable Individual Defect Threshold and the Aggregate Deductible in accordance with Section 2.1 (provided that the Title Defect Amounts and Environmental Defect Amounts shall be adjusted to reflect agreed or finally determined Title Defects and Environmental Defects, as applicable, for purposes of determining the final Purchase Price in accordance with Section 2.8); (ii) the Allocated Values of any Properties excluded as a result of unobtained Required Consents and the Allocated Values of Excluded PPR Properties; and (iii) as provided in Section 2.4, the amount of all Casualty Losses; and (g) any other amount agreed upon by the Buyer and the Seller.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds actually received by Seller from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of marketing fees, royalties and other burdens, and production, severance, sales, use and similar Taxes measured by or payable out of production and paid by, or on behalf of, Seller); (b) the amount equal to all unpaid ad valorem, property, production, severance and similar Taxes (excluding income, PURCHASE AND SALE AGREEMENT 7 capital gains, franchise or similar Taxes) based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds attributable thereto, for which Seller is responsible pursuant to Section 12, which amount shall, to the extent not actually assessed or known, be computed based upon such Taxes for the immediately preceding calendar year, or, if such Taxes are assessed on other than a calendar year basis, for the Tax period last ended; (c) downward adjustments required to be made under any of Sections 1.1 through 1.4; and (d) by One Million One Hundred Twenty Five Thousand Dollars ($1,250,000) as agreed upon by Buyer and Seller on July 15, 2014; and (e) any other amount agreed upon by Buyer and Seller.
Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds received and retained by Seller from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of royalties and other burdens, including Taxes), less applicable marketing fees; provided, that on oil the amount shall be the amount paid by the purchaser to Seller actually received by Seller net of applicable marketing fees; (b) the amount equal to all unpaid Taxes based upon or measured by the ownership of the Properties that accrue to or are chargeable against the Properties in accordance with GAAP prior to the Effective Time but which will be paid by Buyer, which amount shall, to the extent not actually assessed or known, be computed based upon such Taxes for the immediately preceding calendar year; (c) the amount determined pursuant to Section 5.8.2, if any; and (d) any other amount provided for in this Agreement or agreed upon by Buyer and Seller. For the avoidance of doubt, the Parties agree that all Asset Taxes for calendar year 2016 27242226 27 Asset Purchase Agreement constitute an Assumed Obligation and are being allocated pursuant to Section 5.10 of this Agreement.
