Downward Adjustments Clause Samples

Downward Adjustments. The Purchase Price will be decreased by the following (“Downward 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 Buyer in connection with the ownership or operation of the Property in the ordinary course, to the extent they are attributable to the Property for the period before the Effective Time; (b) the amount of all Asset Taxes prorated to Seller in accordance with Section 9.2.1 but paid or payable by Buyer; (c) Seller’s share (Buyer’s share after Closing) of any proceeds from the sale of Hydrocarbons (i) produced from or attributable to the Property and other income attributable to the Property and actually received by Seller, to the extent they are attributable to the ownership or operation of the Property on or after the Effective Time and (ii) with respect to merchantable Stock Tank Oil and Pipeline Inventory for which Seller received an adjustment to the Purchase Price pursuant to Section 2.2.2(c)(ii); (d) the Allocated Value of any Property that is excluded from the Closing pursuant to Section 5.5; (e) all reductions to the Purchase Price for Title Defects, Environmental Defects, Casualty Losses and Government Takings pursuant to Section 5.3, Section 5.6, and Section 5.7, as applicable; (f) an amount equal to the Suspense Funds, as provided in Section 11.2; (g) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is overproduced 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 overproduced volumes multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the overproduced volumes multiplied by (B) $46.54 per Bbl; and (h) any other decreases in the Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer.

Downward Adjustments. The Purchase Price shall be adjusted downward by the following: (i) an amount equal to all Excess Cure Costs, if any, paid or economically borne by Buyer; (ii) an amount equal to all Straddle Period Payroll Obligations paid or otherwise economically borne by Buyer; (iii) [Reserved]; and (iv) an amount equal to the aggregate reductions in the Purchase Price contemplated by Section 2.16.

Downward Adjustments. The Purchase Price shall be adjusted downward by the following: 1. Proceeds received and retained by Seller (net of applicable Taxes and royalties) that are attributable to production from the Assets after the Effective Time; 2. The amount of all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, that remain unpaid by Seller, or that have been paid by Buyer, that are attributable to the period prior to the Effective Time; 3. An amount equal to adjustments for Title Defects, Environmental Defects, Casualty Losses and Exclusion Adjustments, and other adjustments as set forth in this Agreement; and 4. Any other amount agreed to by Buyer and Seller.

Downward Adjustments. The Purchase Price shall be adjusted downward by the following: (1) Proceeds received and retained by Seller (net of applicable Taxes and royalties) that are attributable to production from the Assets after the Effective Date; (2) The amount of all Property Expenses, that remain unpaid by Seller, or that have been paid by Buyer, that are attributable to the period prior to the Effective Date; (3) Any other amount agreed to by Buyer and Seller.

Downward Adjustments. The Purchase Price shall be adjusted downward by the following: (i) An amount equal to the Title Purchase Price Adjustment, as defined in Section 4.7; (ii) An amount equal to the Environmental Purchase Price Adjustment as defined in Section 5.6; (iii) The proceeds of production attributable to the Assets occurring on or after the Effective Time to be received by Seller attributable to the period from the Effective Time to May 31, 2003, net of royalties and taxes measured by production, provided that, to the extent the actual proceeds of production are not known at Closing, the adjustment will be made utilizing the estimate of Seller (based upon prior months history of production from the Assets where appropriate), after approval of such estimate by Buyer (with such approval not to be unreasonably withheld); provided, however, for all such proceeds of production for which Buyer receives a downward adjustment of the Purchase Price which have not been received by Seller at Closing, if following Closing, such proceeds are received by Buyer they shall be promptly paid over to Seller. (iv) To the extent that there are any pipelines imbalances, if the net of such imbalances is an underdelivery imbalance (that is, at the Effective Time, Seller has delivered less gas to the pipeline than the pipeline has redelivered for Seller), the Purchase Price shall be adjusted downward by the product of the price received by Seller for the month prior to the month in which the Effective Time occurs times the net underdelivery balance in MMbtus; (v) To the extent that the gas imbalance quantities attributable to the Wells set forth on Exhibit C, in the aggregate, reflect less ▇▇▇▇ the actual quantities of gas in MMbtus which Seller is obligated to deliver in excess of its fractional interest in the wells as a result of overproduction by Seller from the Wells ▇▇ ▇f the Effective Time (such additional quantities of ▇▇▇rproduced gas being the "ADDITIONAL OVERPRODUCED GAS"), the Purchase Price shall be adjusted downward by an amount equal to the product of $2.00 times the Additional Overproduced Gas; (vi) An amount equal to the Seller Property Tax, as defined in Section 13.1; (vii) Any other amount provided in this Agreement or agreed upon by Seller and Buyer.

Downward Adjustments the Purchase Price shall be adjusted downward for (i) Defect Values in accordance with Section 4.6, (ii) the Allocated Value of each Lease excluded pursuant to Section 4.7 and (iii) Casualty Losses in accordance with Section 10.5;

Downward Adjustments. Notwithstanding anything to the contrary in this Agreement: (A) The number of Warrant Shares purchasable upon exercise of this Warrant shall be reduced to the nearest whole number such that the Warrant Percentage shall be reduced by two percent (2%) (in addition to any reduction pursuant to Section 2(b)(i)(B) below), on the first date (if any) upon which, prior to the DDTL Commitment Expiration Date, (x) the Borrower delivers to the Administrative Agent in accordance with the terms of the Pledge Agreement, one or more Joinders (as defined therein) effecting the pledge of the Equity Interests in one or more Property-Level Subsidiaries that are Excluded Subsidiaries on the Closing Date, and, in each case, all of whose parent entities (that are Subsidiaries of the Borrower) are Excluded Subsidiaries on the Closing Date (each, a “Closing Date Excluded Property-Level Subsidiary”) and (y) a direct (or indirect) parent of such Closing Date Excluded Property-Level Subsidiary becomes a Subsidiary Guarantor pursuant to the terms of the Credit Agreement and the Guaranty Agreement; provided that this Section 2(b)(i)(A) shall only apply if both the foregoing subclauses (x) and (y) have been satisfied in respect of Closing Date Excluded Property-Level Subsidiaries who are (or whose Subsidiaries are) primary obligors under Indebtedness comprising not less than 80% of all Indebtedness of Closing Date Excluded Property-Level Subsidiaries (and their Subsidiaries) as of the date of such pledge or guaranty; (B) The number of Warrant Shares purchasable upon exercise of this Warrant shall be reduced to the nearest whole number such that the Warrant Percentage shall be reduced by two percent (2%) (in addition to any reduction pursuant to Section 2(b)(i)(A) above), on the first date (if any) upon which, prior to the DDTL Commitment Expiration Date, the Borrower delivers to the Administrative Agent, in accordance with the terms of the Pledge Agreement, one or more Joinders (as defined therein) effecting the pledge of the Equity Interests in one or more Property-Level Subsidiaries that are Unpledgeable Subsidiaries on the Closing Date, and, in each case, (I) all of whose parent entities (that are Subsidiaries of the Borrower) are Unpledgeable Subsidiaries on the Closing Date and (II) each of which is (or is the Subsidiary of) a Subsidiary Guarantor on the Closing Date (each, a “Closing Date Unpledgeable Property-Level Subsidiary”); provided that this Section 2(b)(i)(B) shall only a...

Downward Adjustments. The number of Unadjusted Shares shall be adjusted as of the Closing downward by a number of shares of Company Common Stock, rounded to the nearest whole number, calculated by dividing (x) the sum of the following amounts (without duplication) by (y) $10.00: (i) the amount of (A) any and all cash and rights to repayment under any Sponsor Loans distributed by the HighPeak Entities, plus (B) any and all revenues of any HighPeak Entity that are paid directly to Contributor or any of its Affiliates (other than a HighPeak Entity) and that are not remitted to such HighPeak Entity, in each case, to the extent distributed or paid during the period that commences on the Effective Date and ends immediately prior to the Closing, subject to reasonable supporting documentation provided by Contributor to Parent; and (ii) any other amounts otherwise agreed upon in writing by the Parties.

Downward Adjustments. The Purchase Price will be decreased by the following expenses and revenues (without duplication) ( “Downward Adjustments”): (a) ASSIGNOR’s share of all actual production and operating costs and expenses, overhead charges under applicable operating agreements, capital expenditures paid or incurred by ASSIGNEE in connection with ownership or operation of the Property (including without limitation royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for the period before the Effective Date; (b) ASSIGNOR’s share (ASSIGNEE’s share after Closing) of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income attributable to the Property and received by ASSIGNOR, including the proceeds from any sale by ASSIGNOR of the Stock Tank Oil and the Pipeline Inventory, to the extent they are attributable to the ownership and operation of the Property on or after the Effective Date; and (c) Any other decreases in the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR and ASSIGNEE.