Common use of Downward Adjustments Clause in Contracts

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for by the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior An amount equal to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costssum of all Title Purchase Price Adjustments as defined in Section 4.7; (ii) all An amount equal to Environmental Purchase Price Adjustment, as defined in Section 5.6; (iii) The proceeds of production attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets occurring on or after the Effective Time; (iii) all adjustments regarding Title DefectsTime and received by Seller, in accordance with the provisions net of Article 7royalties and taxes measured by production; (iv) all adjustments regarding exercised Preferential 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 Rights, as contemplated Price shall be adjusted downward by the product of the price received by Seller times the net underdelivery balance in Article 9;MMbtus. (v) all adjustments regarding Casualty DefectsTo the extent that the gas imbalance volumes attributable to the ▇▇▇▇▇ set forth on Exhibit C, in accordance with the provisions aggregate, reflect less than the actual volume of Article 17gas in MMbtus which Seller is obligated to deliver in excess of its fractional interest in the ▇▇▇▇▇ as a result of overproduction by Seller from the ▇▇▇▇▇ as of the Effective Time (such additional volume of overproduced gas being the "Additional Overproduced Gas"), the Purchase Price shall be adjusted downward by an amount equal to the product of Two Dollars ($2.00) times the Additional Overproduced Gas; (vi) An amount equal to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller Property Tax, as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, defined in accordance with the provisions of Section 13.413.1; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller)An amount equal to the Suspense Accounts, as provided defined in Section 13.5;12.2; and (viii) an Any other amount equal to the amounts held provided in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid agreed upon by Seller and Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base To calculate the Closing Amount, the Initial Purchase Price shall be adjusted downward for by the following, without duplication: (i1) except as otherwise provided An amount equal to the Title Defect Adjustment, if any, pursuant to Section 4.2(f); (2) An amount equal to the Environmental Defect Adjustment, if any, pursuant to Section 5.6(a)(1); (3) An amount equal to the Allocated Value of Assets not conveyed at Closing due to the exercise of any preferential rights to purchase in this Agreement, all production expenses, operating expenses, operated accordance with Section 4.4(b) or the failure to obtain a consent to assign in accordance with Section 4.4(a); (4) Any proceeds on Hydrocarbons produced from and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to after the Effective Time, includingnet of royalties, without limitationoverriding royalties, productionnet profit payments and similar burdens, severance or excise Taxes, capital expenses received by Seller between the Effective Time and other costsClosing relating to the Assets; (ii5) An amount equal to all proceeds Property Expenses attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to Assets for the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership period prior to the Effective Time that are allocated paid by Buyer; (6) To the extent that there are any pipeline 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 first-of-the-month price of spot gas delivered to pipelines for El Paso Natural Gas Co. (Permian Basin) as reported in Inside F.E.R.C.'s Gas Market Report for the month in which the Effective Time occurs times the net underdelivery imbalance in MMbtus. In the event such publication shall cease to be published, the Parties shall select a comparable publication; (7) The value of any Casualty Loss pursuant to Section 8.3(c); (8) An amount equal to the revenue from the ▇▇▇▇▇ held in suspense by Seller for third party leasehold interests and for royalties, overriding royalties and similar leasehold burdens, including, without limitation, the suspensed revenues identified in accordance with this Agreement but paid or to be paid by BuyerSection 8.1(i); and (xi9) any Any other downward adjustments to the Base Purchase Price specified amount provided in this AgreementAgreement or otherwise agreed to by Buyer and Seller.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer (based on the date of actual service) in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding Environmental Defects, in accordance with the provisions of Article 8; (v) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (vvi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vivii) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (viiviii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viiiix) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ixx) an amount equal to the Deposit; (xxi) production, severance, excise or real or personal property or ad valorem Taxes (other than income taxes) attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xixii) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for by the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior An amount equal to the Effective TimeTitle Purchase Price Adjustment, including, without limitation, production, severance or excise Taxes, capital expenses and other costsas defined in Section 4.7; (ii) all An amount equal to the Environmental Purchase Price Adjustment as defined in Section 5.6; (iii) The proceeds of production attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets occurring on or after the Effective Time; 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 (iii) 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 adjustments regarding Title Defectssuch proceeds of production for which Buyer receives a downward adjustment of the Purchase Price which have not been received by Seller at Closing, in accordance with the provisions of Article 7;if following Closing, such proceeds are received by Buyer they shall be promptly paid over to Seller. (iv) all adjustments regarding exercised Preferential 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 Rights, as contemplated Price shall be adjusted downward by the product of the price received by Seller for the month prior to the month in Article 9which the Effective Time occurs times the net underdelivery balance in MMbtus; (v) all adjustments regarding Casualty DefectsTo the extent that the gas imbalance quantities attributable to the Wells set forth on Exhibit C, in accordance with the provisions aggregate, reflect less ▇▇▇▇ the actual quantities of Article 17gas 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 extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller Property Tax, as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, defined in accordance with the provisions of Section 13.413.1; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as Any other amount provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid agreed upon by Seller and Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for by the following, without duplication: 1. an amount equal to the proceeds (inet of royalty and Taxes not otherwise accounted for hereunder) except as otherwise provided in this Agreement, received and retained by Seller from the sale of Hydrocarbons produced from or credited to the Assets after the Effective Date; 2. an amount equal to the direct and actual Property Expenses attributable to the Assets (including all production expenses, operating expenses, operated prepaid Property Expenses) incurred and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and that are attributable to periods the period prior to the Effective TimeDate (or, in the case of capital expenses that constitute Property Expenses, that are attributable to the period prior to the date of this Agreement, other than capital expenses relating to the matters set forth on Schedule 8.1.B); 3. an amount equal to all royalties attributable to Hydrocarbons produced from the Assets prior to the Effective Date and paid by Buyer; 4. an amount equal to the sum of Title Defect Adjustments as contemplated by Article 4.2, and the Allocated Values of all Assets that are not conveyed to Buyer at Closing as a result of the existence of a Title Defect as provided in Article 4; 5. an amount equal to the sum of (i) Environmental Defect Adjustments, and (ii) the Allocated Values of all Assets that are not conveyed to Buyer at the Closing as a result of the existence of an Environmental Defect as provided in Article 5; 6. an amount equal to the sum of all Net Casualty Losses; 7. an amount equal to the value of imbalances including, without limitation, productionpipeline, severance or excise Taxesplant, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of produced gas, owed by the Seller as of the Effective Time regarding the AssetsDate, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions value to be based upon actual amounts received, if available, and upon such estimates as are reasonably agreed upon by the Parties, to the extent actual amounts are not known at Closing, and (ii) for purposes of Section 13.4the Final Settlement Statement based upon actual amounts; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed 8. any amount mutually agreed to by Seller), the Parties as provided in Section 13.5; (viii) an amount equal to the amounts held a result of errors in the Suspense Accounts as of the ClosingInitial Disclosures, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyerif any; and (xi) 9. any other downward adjustments amount agreed to the Base Purchase Price specified in this Agreementby Buyer and Seller.

Downward Adjustments. The Base Liberty Assets Purchase Price and the Emerald Assets Purchase Price, as applicable, shall be adjusted downward for by the following: (1) An amount equal to the Title Defect Amounts for all Title Defect Properties to be delivered at Closing under Section 4.2(c)(1); (2) An amount equal to the Remediation Costs for all Environmental Defect Properties, without duplication:which downward adjustment shall be made at Closing under Section 5.3(a); (3) An amount equal to the Allocated Values of all Transferor Assets excluded from this transaction under Sections 4.2(c)(2) and 5.3(b); (4) The Allocated Value of those Assets not conveyed at Closing due to the failure to obtain a Material Consent in accordance with Section 4.4(a), or the exercise of any preferential rights to purchase in accordance with Section 4.4(b); (i) except as otherwise provided in this AgreementWith respect to the Liberty Assets Purchase Price, all production expenses, operating expenses, operated any proceeds of Hydrocarbons produced from and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to after the Effective Time, includingnet of royalties, without limitationoverriding royalties, production, severance or excise net profit payments and similar burdens and Production Taxes, capital expenses received by Liberty between the Effective Time and other costs; Closing relating to the Liberty Assets, and (ii) all proceeds attributable with respect to the sale Emerald Assets Purchase Price, any proceeds of Hydrocarbons produced from and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time, net of royalties, overriding royalties, net profit payments and similar burdens and Production Taxes, received by Emerald between the Effective Time and Closing relating to the Emerald Assets; (iiii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) With respect to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the AssetsLiberty Assets Purchase Price, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts revenue held in the Suspense Accounts suspense by Liberty, as of the Closingdate hereof, as contemplated in Section 11.5; for royalties, overriding royalties and similar leasehold burdens, and (ixii) with respect to the Emerald Assets Purchase Price, an amount equal to the Deposit; (x) productionrevenue held in suspense by Emerald, severanceas of the date hereof, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyerfor royalties, overriding royalties and similar leasehold burdens; and (xi7) any Any other downward adjustments amount agreed to the Base Purchase Price specified in this Agreementby Emerald and Liberty.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-over- received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred to be paid by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding Environmental Defects, in accordance with the provisions of Article 8; (v) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (vvi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vivii) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (viiviii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viiiix) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.511.4; (ixx) an amount equal to the Deposit; (xxi) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xixii) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall will be adjusted downward for decreased by the followingfollowing expenses and revenues, without duplication: (i) except as otherwise provided in this Agreement, the aggregate amount of all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid reimbursed Property Costs that are attributable to the ownership or incurred by Buyer in connection with operation of the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costsDate (excluding prepayments with respect to any period after the Effective Date) incurred by the Sellers prior to Closing but paid by Buyer; (ii) all the Sellers’ share (Buyer’s share after Closing) of any proceeds attributable to from the sale of Hydrocarbons and all other income and benefits received by Seller and produced from or attributable to the productionAssets and other income, operation proceeds or ownership amounts attributable to the Assets and received by or for the benefit of the Sellers, to the extent they are attributable to the Assets on or after the Effective TimeDate or to Stock Tank Oil or Pipeline Inventory; (iii) all adjustments regarding Title Defects, in accordance with the provisions amount of Article 7the Suspense Funds; (iv) all adjustments regarding exercised Preferential Purchase Rightsif applicable, the amount, if any, of Imbalances listed on Schedule 4.16 owing by the Sellers, multiplied by the price per Mcf payable to the Sellers under the applicable gas sales Assigned Contract as contemplated in Article 9of the Effective Date, or, to the extent that the applicable Assigned Contracts provide for cash balancing, the actual cash balance amount determined to be owed by the Sellers as of the Effective Date; (v) the amount of all adjustments regarding Casualty Defects, Asset Taxes allocated to the Sellers in accordance with the provisions of Article 1711 but that will be paid or otherwise economically borne by Buyer; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts Allocated Value of Assets (i) as of the to which Preferential Rights are exercised prior to Closing, as contemplated in subject to Section 11.57.2, or (ii) subject to Section 2.8(a), that are affected by unsatisfied Hard Consents, together with all adjustments otherwise allocable to the affected Assets; (ixvii) an amount equal to the Deposit; (x) production, severance, excise proceeds from the sale of Hydrocarbons produced from or real or personal property or ad valorem Taxes attributable to ownership prior the Assets on or after the Effective Date, or to Stock Tank Oil or Pipeline Inventory, that (A) have been received by or on behalf of Sellers before Closing for the benefit of Royalty owners or owners of interests in Hydrocarbons other than Sellers, and (b) have not been paid to the Effective Time that are allocated to Seller in accordance with this Agreement but paid Royalty owners or to be paid by Buyerother owners before Closing; and (xiviii) any other downward adjustments to decreases in the Base Purchase Price specified in this AgreementAgreement or otherwise agreed in writing between the Sellers and Buyer.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements and other expensesproduction, costs severance and charges excise Taxes, paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses Taxes attributable to Hydrocarbons produced and other costssaved from the Assets prior to the Effective Time; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time, less applicable production, severance or excise Taxes, royalties and similar burdens; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5Deposit; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xix) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for by the following, without duplication: 1. an amount equal to the proceeds (inet of royalty and Asset Taxes not otherwise accounted for hereunder) except as otherwise provided in this Agreement, received and retained by Seller from the sale of Hydrocarbons produced from or credited to the Assets after the Effective Date; 2. an amount equal to the direct and actual Property Expenses attributable to the Assets (including all production expenses, operating expenses, operated prepaid Property Expenses) incurred and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and that are attributable to periods the period prior to the Effective TimeDate (or, in the case of capital expenses that constitute Property Expenses, that are attributable to the period prior to the date of this Agreement, other than capital expenses relating to the matters set forth on Schedule 8.1.B); 3. an amount equal to all royalties attributable to Hydrocarbons produced from the Assets prior to the Effective Date and paid by Buyer; 4. an amount equal to the sum of Title Defect Adjustments as contemplated by Article 4.2, and the Allocated Values of all Assets that are not conveyed to Buyer at Closing as a result of the existence of a Title Defect, as provided in Article 4; 5. an amount equal to the sum of (i) Environmental Defect Adjustments, and (ii) the Allocated Values of all Assets that are not conveyed to Buyer at the Closing as a result of the existence of an Environmental Defect as provided in Article 5; 6. an amount equal to the sum of all Net Casualty Losses; 7. an amount equal to the value of imbalances including, without limitation, productionpipeline, severance or excise Taxesplant, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of produced gas, owed by the Seller as of the Effective Time regarding the AssetsDate, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions value to be based upon actual amounts received, if available, and upon such estimates as are reasonably agreed upon by the Parties, to the extent actual amounts are not known at Closing, and (ii) for purposes of Section 13.4the Final Settlement Statement based upon actual amounts; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed 8. any amount mutually agreed to by Seller), the Parties as provided in Section 13.5; (viii) an amount equal to the amounts held a result of errors in the Suspense Accounts Initial Disclosures as of the Closingdiscussed in Article 6A, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyerif any; and (xi) 9. any other downward adjustments amount agreed to the Base Purchase Price specified in this Agreementby Buyer and Seller.

Downward Adjustments. The Base To calculate the Closing Amount, the Initial Purchase Price shall be adjusted downward for by the following, without duplication: (i1) except as otherwise provided An amount equal to the Title Defect Adjustment, if any, pursuant to Section 4.2(f); (2) An amount equal to the Environmental Defect Adjustment, if any, pursuant to Section 5.6(a)(1); (3) An amount equal to the Allocated Value of Assets not conveyed at Closing due to the exercise of any preferential rights to purchase in this Agreement, all production expenses, operating expenses, operated accordance with Section 4.4(b) or the failure to obtain a consent to assign in accordance with Section 4.4(a); (4) Any proceeds on Hydrocarbons produced from and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to after the Effective Time, includingnet of royalties, without limitationoverriding royalties, productionnet profit payments and similar burdens, severance or excise Taxes, capital expenses received by Seller between the Effective Time and other costsClosing relating to the Assets; (ii5) An amount equal to all proceeds Property Expenses attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to Assets for the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership period prior to the Effective Time that are allocated paid by ▇▇▇▇▇; (6) To the extent that there are any pipeline 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 first-of-the-month price of spot gas delivered to pipelines for El Paso Natural Gas Co. (Permian Basin) as reported in Inside F.E.R.C.'s Gas Market Report for the month in which the Effective Time occurs times the net underdelivery imbalance in MMbtus. In the event such publication shall cease to be published, the Parties shall select a comparable publication; (7) The value of any Casualty Loss pursuant to Section 8.3(c); (8) An amount equal to the revenue from the ▇▇▇▇▇ held in suspense by Seller for third party leasehold interests and for royalties, overriding royalties and similar leasehold burdens, including, without limitation, the suspensed revenues identified in accordance with this Agreement but paid or to be paid by BuyerSection 8.1(i); and (xi9) any Any other downward adjustments to the Base Purchase Price specified amount provided in this AgreementAgreement or otherwise agreed to by ▇▇▇▇▇ and Seller.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred to be paid by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller ▇▇▇▇▇▇ and attributable to the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding Environmental Defects, in accordance with the provisions of Article 8; (v) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (vvi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vivii) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-over- received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (viiviii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5;in (viiiix) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.5;in (ixx) an amount equal to the Deposit; (xxi) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer▇▇▇▇▇; and (xixii) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base To calculate the Closing Amount, the Purchase Price shall be adjusted downward for by the following, without duplication: (i1) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior An amount equal to the Effective TimeTitle Defect Adjustment, includingif any, without limitation, production, severance or excise Taxes, capital expenses and other costspursuant to Section 4.2(e); (ii2) all proceeds attributable An amount equal to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable Environmental Defect Adjustment, if any, pursuant to the production, operation or ownership of the Assets on or after the Effective TimeSection 5.6(a)(1); (iii3) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) Subject to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the AssetsIndividual Title Threshold, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as Allocated Value of the Closing, as contemplated in any Title Defect Property not conveyed at Closing pursuant to Section 11.54.3; (ix4) Subject to the Individual Environmental Threshold, an amount equal to the DepositAllocated Value of any Environmental Defect Property (i) excluded from the Transaction pursuant to Section 5.6(a)(2), or (ii) not conveyed at Closing pursuant to Section 5.7; (x5) productionAn amount equal to the Allocated Value of any Assets not conveyed at Closing due to the exercise of any preferential rights to purchase in accordance with Section 4.4(b) or the failure to obtain a consent to assign in accordance with Section 4.4(a); (6) Any proceeds on Hydrocarbons produced from and after the Effective Time, severancenet of royalties, excise or real or personal property or ad valorem Taxes overriding royalties, net profit payments and similar burdens, received by Seller between the Effective Time and Closing relating to the Assets; (7) An amount equal to all Property Expenses attributable to ownership the Assets for the period prior to the Effective Time that are allocated paid by Buyer prior to Closing or that are unpaid as of Closing; (8) To the extent that there are any pipeline imbalances, if the net of such imbalances is an under-delivery 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 first-of-the-month price of spot gas delivered to pipelines for Colorado Interstate Gas Company (Rocky Mountains) as reported in Inside F.E.R.C.'s Gas Market Report for the month in which the Effective Time occurs times the net under-delivery imbalance in MMBtus. In the event such publication shall cease to be published, the Parties shall select a comparable publication; (9) The value of any Casualty Loss pursuant to Section 8.3(c); (10) An amount equal to the revenue held in suspense by Seller for royalties, overriding royalties and similar leasehold burdens and handled in accordance with Section 13.4; (11) Any other amount provided in this Agreement but paid or otherwise agreed to be paid by Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in this AgreementBuyer and Seller.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for by the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costs; (ii) amount of all proceeds to be received by Seller that are attributable to the sale of Hydrocarbons ownership and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective TimeDate through the Closing Date, (provided that to the extent the actual proceeds to be received for Hydrocarbons are not known at the Closing Date, the adjustment will be made utilizing Seller's estimates (after approval by Buyer) based upon past months production from the Assets), including, without limitation: (A) gross proceeds (net of Burdens) for Hydrocarbons sold through the Closing Date; and (B) the higher of the Allocated Value or the proceeds from the disposition (with the consent of Buyer, when required, as provided in Section 4.1(b)(ii)) of all or any portion of the Assets. (ii) the amount of all Title Defect Values for which Seller is liable pursuant to Section 7.2 that are known and agreed upon or settled as of the time of Closing; (iii) the amount of all adjustments regarding Title Defects, in accordance with Environmental Defect Values for which Seller is liable pursuant to Section 6.3 that are known and agreed upon or settled as of the provisions time of Article 7Closing; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9the amount payable pursuant to Section 4.3(f) for any casualty loss; (v) all adjustments regarding Casualty Defects, the estimated amount held in accordance with the provisions of Article 17Suspense Accounts referred to in Section 4.3(o); (vi) the value (based upon the prevailing market price on the Effective Date for such Hydrocarbons less all applicable deductions and Burdens) of the net negative Hydrocarbon balance, if any, that Seller is under obligation to deliver to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller pipeline connection as of the Effective Time regarding Date and not previously delivered by Seller that is allocable to the Assets, all adjustments regarding ; the amount of such overbalanced Assumed Imbalances, in accordance with Hydrocarbon balance to be delivered as of the provisions Effective Date will be based upon the statements delivered to Seller by Third Party transport contractors detailing the amount of Section 13.4;such Hydrocarbons as of the Effective Date; and (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed any other amount agreed upon by Seller), as provided Seller and Buyer in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership writing prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in this AgreementClosing.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges Operating Expenses paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costsProduction Taxes paid by Buyer attributable to Hydrocarbons produced and saved prior to the Effective Time (excluding Production Taxes paid out of the proceeds of such Hydrocarbons); (ii) all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time less applicable Production Taxes, royalties and similar burdens paid by Seller (excluding such Production Taxes paid out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time); (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7;[Intentionally Omitted] (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- over-produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.412.4; (viiv) adjustments for under-delivered Pipeline Imbalances as of the Effective Time (volumes owed by Seller), as provided in Section 13.5;12.5; and (viiivi) an without duplication of any other amounts set forth in this Section 3.2(b), the amount equal to the amounts held in the Suspense Accounts as of the ClosingProduction Taxes and Property Taxes, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) productionif any, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and Buyer (xi) any other downward adjustments excluding such Production Taxes paid out of the proceeds of Hydrocarbons produced prior to the Base Purchase Price specified in this AgreementEffective Time).

Downward Adjustments. The Base To calculate the Closing Amount and for the purposes of the Preliminary Settlement Statement and the Final Settlement Statement calculations, the Purchase Price shall be adjusted downward for by the following, without duplication: (i) except as otherwise provided in this Agreement, An amount equal to (A) all proceeds from or attributable to the production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements and other expenses, costs and charges paid or incurred by Buyer in connection with of Hydrocarbons from the Assets and attributable to periods prior the period at and after the Effective Time received by Seller, net of Taxes (subject to Article 10) and Burdens paid by Seller thereupon, and (B) all other income, proceeds, receipts and credits with respect to the Assets attributable to the period at or after the Effective Time, including, without limitation, production, severance or excise Taxes, capital expenses and other costsTime received by Seller; (ii) An amount equal to all proceeds Property Expenses attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to Assets for the production, operation or ownership of the Assets on or after the Effective Time; (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (v) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vi) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4; (vii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership period prior to the Effective Time that were paid by Buyer; (iii) To the extent that there are any Pipeline Imbalances, if the net of such Imbalances is an underdelivery Imbalance (that is, at the Effective Time, Seller has delivered less Hydrocarbons to the pipeline than the pipeline has purchased or redelivered for Seller), the Purchase Price shall be adjusted downward by $2.50 per MMBtu multiplied by the net underdelivery Imbalance as of the Effective Time in MMBtu; (iv) An amount equal to the total of all of the Title Defect Adjustments, if any, pursuant to Article 4; (v) An amount equal to the total of all the Environmental Defect Adjustments, if any, pursuant to Article 5; (vi) An amount equal to the total Allocated Value of all Assets excluded pursuant to Section 3.2; (vii) An amount equal to any Asset Taxes and Property Taxes allocated to Seller pursuant to Article 10 paid or payable by Buyer; (viii) An amount equal to the Allocated Value of Assets not conveyed in connection with Preferential Rights in accordance with this Agreement but paid Section 4.5(b) or the failure to be paid by Buyerobtain a Required Consent to assign in accordance with Section 4.5(a); (ix) The value of any Casualty Loss pursuant to Section 9.4(b); (x) The Allocated Value of any Disputed Asset placed into escrow pursuant to Section 6.2; (xi) An amount equal to all Suspense Funds as of the Closing; and (xixii) any Any other amount provided in this Agreement or otherwise agreed to in writing by Buyer and Seller as a downward adjustments adjustment to the Base Purchase Price specified in this AgreementPrice.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements (or other contracts, pooling orders, or other similar agreements) and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, production, severance or excise Taxestaxes, capital expenses and other costs; (ii) except as otherwise provided in this Agreement, all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective TimeTime (net of royalties, overriding royalties (other than overriding royalties that are conveyed as part of the Assets) and other burdens on Buyer’s share of production not otherwise accounted for hereunder); (iii) all adjustments regarding Title Defects, in accordance with the provisions of Article 7; (iv) all adjustments regarding Environmental Defects, in accordance with the provisions of Article 8; (v) all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9; (vvi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vivii) to the extent the Assumed Imbalances reflect an overbalanced (or over- over-produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section Sections 13.4; (viiviii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (viiiix) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; (ix) an amount equal to the Deposit; (x) production, severance, excise or real or personal property or ad valorem Taxes attributable to ownership prior to the Effective Time that are allocated to Seller in accordance with this Agreement but paid or to be paid by Buyer; and (xi) any other downward adjustments to the Base Purchase Price specified in as specifically provided for under the terms of this Agreement.