Common use of Downward Adjustments Clause in Contracts

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) 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, 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 11.4; (ix) an amount equal to the Deposit; (x) Taxes attributable to ownership prior to the Effective Time that are 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) all production expenses, operating expenses, operated and non-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, Taxestaxes, capital expenses and other costs, and any VR 272 Repair Costs incurred by the Sellers prior to the Closing and paid by Buyer; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller Sellers 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, and regarding open and unwaived Preferential Purchase Rights as of the Closing, 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 over-balanced (or over- over-produced or over-received balance) position of Seller Sellers as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed over-balanced 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 11.4; (ix) an amount equal to the Deposit; (x) Taxes attributable to ownership prior to the Effective Time that are 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 the following, without duplication: (i) all production expenses, operating expenses, operated and non-operated overhead charges and other costs under which are chargeable to the joint account pursuant to the terms of the applicable joint operating agreements agreement listed on Schedule 5.20 and other expenses, costs and charges paid or incurred (or, with respect to such operated overhead charges, incurred) by Buyer in connection with the ownership and operation of the Assets and attributable to periods prior to the Effective Time, including, without limitation, royalties and production, severance and excise Taxes, capital expenses and other costscosts attributable to Hydrocarbons produced and saved 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; (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; (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 11.4; (ixviii) an amount equal to the DepositDeposit (together with all interest earned thereon); (xix) Taxes attributable to ownership prior to the Effective Time that are 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 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, 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 11.4; (ix) an amount equal to the Deposit11.5; (x) Taxes attributable to ownership prior to the Effective Time that are 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.

Downward Adjustments. The Base Purchase Price P▇▇▇▇▇ Ranch Cash Consideration with respect to the P▇▇▇▇▇ Ranch 3H Well Interests and the Non-P▇▇▇▇▇ Ranch Cash Consideration with respect to all other Assets shall each be adjusted (as applicable) 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 1716; (viiv) 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 (volumes owed by Seller), as provided in Section 13.512.5; (viiivi) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.410.5; (ixvii) 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 (xiviii) any other downward adjustments to the Base Cash Portion of the 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 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 11.411.5; (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 In addition to Section 3.3(a) above, 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, 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 Sellers 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 1716; (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 13.4Sections 13.5; (viiviii) adjustments for under-delivered Pipeline Imbalances (volumes owed by SellerSellers), as provided in Section 13.513.6; (viiiix) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4; (ix) an amount equal to the Deposit11.5; (x) Taxes attributable all fees charged to ownership prior third parties and for which payment has been collected by Sellers for service provided on or related to any Key Facility from and after the Effective Time that are paid or to be paid by BuyerTime; and (xi) any other downward adjustments to the Base Purchase Price specified in as specifically provided for under the terms of 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 (excluding any corporate overhead charges that would not be reimbursable pursuant to ▇▇▇▇▇ under a joint operating agreement or similar charges under an applicable pooling order) 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 production periods prior to the Effective Time, including, without limitation, Taxesincluding taxes, capital expenses and other costs; (ii) except as otherwise provided in this Agreement, all proceeds attributable to the sale of Hydrocarbons attributable to the Interests or ▇▇▇▇▇ and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets for production periods on or after the Effective TimeTime (net of royalties, overriding royalties (other than royalties and 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 RightsRights or the failure to obtain any Required Consents, as contemplated in Article 9; (vvi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vivii) an amount equal to the Imbalance Adjustment to the extent the Assumed Imbalances reflect such amount represents 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, provided 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; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4; (ix) an amount equal to the Deposit; (x) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer; and (xiix) any other downward adjustments to the Base Purchase Price specified in as specifically provided for under the terms of this Agreement.

Downward Adjustments. The Base Purchase Price Pe▇▇▇▇ ▇anch Cash Consideration with respect to the Pe▇▇▇▇ ▇anch 3H Well Interests and the Non-Pe▇▇▇▇ ▇anch Cash Consideration with respect to all other Assets shall each be adjusted (as applicable) 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 1716; (viiv) 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 (volumes owed by Seller), as provided in Section 13.512.5; (viiivi) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.410.5; (ixvii) 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 (xiviii) any other downward adjustments to the Base Cash Portion of the Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price shall be adjusted downward for the following, without duplication: (i) 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, TaxesTaxes (other than income, franchise or margins Taxes of Sellers), capital expenses and other costs; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller Sellers 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 Sellers as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Section 13.4Sections 13.4 and 13.5; (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 11.4; (ix) an amount equal to the Deposit; (x) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer11.5; and (xix) any other downward adjustments to the Base Purchase Price specified in this Agreement.

Downward Adjustments. The Base Purchase Price ▇▇▇▇▇▇ Ranch Cash Consideration with respect to the ▇▇▇▇▇▇ Ranch 3H Well Interests and the Non-▇▇▇▇▇▇ Ranch Cash Consideration with respect to all other Assets shall each be adjusted (as applicable) 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 1716; (viiv) 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 (volumes owed by Seller), as provided in Section 13.512.5; (viiivi) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.410.5; (ixvii) 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 (xiviii) any other downward adjustments to the Base Cash Portion of the 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 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, 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 11.411.5; (ixx) an amount equal to the Deposit; (xxi) Taxes (other than income taxes) attributable to ownership prior to the Effective Time that are 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 the followingas follows, without duplication: (i) an amount equal to the Deposit; (ii) 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, Taxes, capital expenses and other costs; (iiiii) 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; (iiiiv) all adjustments regarding Title Defects, in accordance with the provisions of Article 7ARTICLE 7 (reduced by any offsets for Additional Interests); (ivv) all adjustments regarding Environmental Defects, in accordance with the provisions of ARTICLE 8; (vi) all adjustments regarding unobtained Required Consents and exercised Preferential Purchase Rights, as contemplated in Article 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 11.4; (viii) to the extent the Imbalances reflect an over-balanced (or over-produced or over-received balance) position of Seller as of the Closing regarding the Assets, all adjustments regarding such overbalanced Imbalances, in accordance with the provisions of Sections 13.4; (ix) adjustments for under-delivered pipeline imbalances, as provided in Section 13.5; (x) an amount equal to the Deposit; (x) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by BuyerVolume Commitment Shortfall Payments, if any; and (xi) any other downward adjustments to the Base Purchase Price specified in this Agreement.