Common use of Downward Adjustments Clause in Contracts

Downward Adjustments. The Cash Consideration will be adjusted downward by, without duplication: (1) an amount equal to all proceeds received and retained by Seller or its Affiliates from the production, transportation, gathering, processing, treating, or sale of Hydrocarbons produced from or attributable or credited to the Assets from and after the Effective Time, and less any Property Expenses, Burdens, Taxes, transportation, quality or other deductions, differentials and post-production costs and expenses; (2) an amount equal to all Property Expenses attributable to periods before the Effective Time that are paid or borne by Buyer or any of its Affiliates; (3) an amount equal to all Asset Taxes allocable to Seller in accordance with Section 9.1 or Section 9.2 that are paid or borne by Buyer or any of its Affiliates (excluding, for the avoidance of doubt, any Asset Taxes that were taken into {JK01396073.28 } account (x) in determining the “proceeds received and retained” by Buyer under Section 2.3(d)(1) or (y) under Section 2.3(d)(2)); (4) an amount equal to the Title Defect Adjustment, if applicable; (5) an amount equal to the Environmental Defect Adjustment, if applicable; (6) an amount equal to the Suspense Funds, if applicable; (7) any Net Casualty Loss; (8) an amount equal to the downward adjustment contemplated by Section 2.3(f), if any; (9) an amount equal to the Allocated Value as contemplated by Section 4.5(a), if any; (10) an amount equal to the Allocated Value as contemplated by Section 4.5(b), if any; (11) to the extent actually paid by Buyer, an amount equal to Seller’s portion of the fees and costs charged by the Escrow Agent associated with the Escrow Agreement contemplated by Section 14.5(d)(7); and (12) any other amount provided for in this Agreement or as may be agreed to in writing by Buyer and Seller.

Downward Adjustments. The Cash Consideration will be adjusted downward by, without duplication: (1) an amount equal to all proceeds received and retained by Seller or its Affiliates from the production, transportation, gathering, processing, treating, or sale of Hydrocarbons produced from or attributable or credited to the Assets from and after the Effective Time, and less any Property Expenses, Burdens, Taxes, transportation, quality or other deductions, differentials and post-production costs and expenses; (2) an amount equal to all Property Expenses attributable to periods before the Effective Time that are paid or borne by Buyer or any of its Affiliates; (3) an amount equal to all Asset Taxes allocable to Seller in accordance with Section 9.1 or Section 9.2 that are paid or borne by Buyer or any of its Affiliates (excluding, for the avoidance of doubt, any Asset Taxes that were taken into {JK01396073.28 } account (x) in determining the “proceeds received and retained” by Buyer under Section 2.3(d)(1) or (y) under Section 2.3(d)(2))Affiliates; (4) an amount equal to the Title Defect Adjustment, if applicable; (5) an amount equal to the Environmental Defect Adjustment, if applicable; (6) an amount equal to the Suspense Funds, if applicable; (7) any Net Casualty Loss; (8) an amount equal to the downward adjustment contemplated by Section 2.3(f), if any; (9) an amount equal to the Allocated Value as contemplated by Section 4.5(a), if any; (10) an amount equal to the Allocated Value as contemplated by Section 4.5(b), if any; (11) to the extent actually paid by Buyer, an amount equal to Seller’s portion of the fees and costs charged by the Escrow Agent associated with the Escrow Agreement contemplated by Section 14.5(d)(714.5(e)(6); and (12) any other amount provided for in this Agreement or as may be agreed to in writing by Buyer and Seller.

Downward Adjustments. The Cash Consideration will be adjusted downward by, without duplication: (1) an amount equal to all proceeds received and retained by Seller or its Affiliates from the production, transportation, gathering, processing, treating, or sale of Hydrocarbons produced from or attributable or credited to the Assets from and after the Effective Time, and less any Property Expenses, Burdens, Taxes, transportation, quality or other deductions, differentials and post-production postproduction costs and expenses; (2) an amount equal to all Property Expenses attributable to periods before the Effective Time that are paid or borne by Buyer or any of its Affiliates; (3) an amount equal to all Asset Taxes allocable to Seller in accordance with Section 9.1 or Section 9.2 that are paid or borne by Buyer or any of its Affiliates (excluding, for the avoidance of doubt, any Asset Taxes that were taken into {JK01396073.28 } account (x) in determining the “proceeds received and retained” by Buyer under Section 2.3(d)(1) or (y) under Section 2.3(d)(2))Affiliates; (4) an amount equal to the Title Defect Adjustment, if applicable; (5) an amount equal to the Environmental Defect Adjustment, if applicable; (6) an amount equal to the Suspense Funds, if applicable; (7) any Net Casualty Loss; (8) 7) an amount equal to the downward adjustment contemplated by Section 2.3(f), if any; (8) an amount equal to the Allocated Value as contemplated by Section 4.5(a), if any; (9) an amount equal to the Allocated Value as contemplated by Section 4.5(a4.5(b), if any; (10) an amount equal to the Allocated Value as contemplated by Section 4.5(b), if any; (11) to the extent actually paid by Buyer, an amount equal to Seller’s portion of the fees and costs charged by the Escrow Agent associated with the Escrow Agreement contemplated by Section 14.5(d)(714.5(e)(6); and (1211) any other amount provided for in this Agreement or as may be agreed to in writing by Buyer and Seller.

Downward Adjustments. The Cash Consideration will be adjusted downward by, without duplication: (1) an amount equal to all proceeds received and retained by Seller or its Affiliates from the production, transportation, gathering, processing, treating, or sale of Hydrocarbons produced from or attributable or credited to the Assets from and after the Effective Time, and less any Property Expenses, Burdens, Taxes, transportation, quality or other deductions, differentials and post-production costs and expensesexpenses paid or borne by Seller or any of its Affiliates; (2) an amount equal to all Property Expenses attributable to periods before the Effective Time that are paid or borne by Buyer or any of its Affiliates; (3) an amount equal to all Asset Taxes allocable to Seller in accordance with Section 9.1 or Section 9.2 that are paid or borne by Buyer or any of its Affiliates (excluding, for the avoidance of doubt, any Asset Taxes that were taken into {JK01396073.28 } account (x) in determining the “proceeds received and retained” by Buyer under Section 2.3(d)(1) or (y) under Section 2.3(d)(2)); (4) an amount equal to the Title Defect Adjustment, if applicable; (5) an amount equal to the Environmental Defect Adjustment, if applicable; (6) an amount equal to the Suspense Funds, if applicable; (7) any Net Casualty Loss; (8) an amount equal to the downward adjustment contemplated by Section 2.3(f), if any; (9) an amount equal to the Allocated Value as contemplated by Section 4.5(a), if any; (10) an amount equal to the Allocated Value as contemplated by Section 4.5(b), if any; (11) to the extent actually paid by Buyer, an amount equal to Seller’s portion of the fees and costs charged by the Escrow Agent associated with the Escrow Agreement contemplated by Section 14.5(d)(714.5(d)(5); and (12) any other amount provided for in this Agreement or as may be agreed to in writing by Buyer and Seller.