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 which are chargeable to the joint account pursuant to the terms of the applicable joint operating agreement listed on Schedule 5.20 and other expenses, costs and charges paid (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 costs attributable to Hydrocarbons produced and saved prior to the Effective Time; (ii) all proceeds attributable to the sale of Hydrocarbons and all other income 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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4; (viii) an amount equal to the Deposit (together with all interest earned thereon); (ix) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer; and (x) 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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (viv) 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; (viiiix) an amount equal to the Deposit (together with all interest earned thereon)Deposit; (ixx) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer; and (xxi) 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 following, without duplication:following (“Downward Adjustments”): (ia) Seller’s share of all production actual production, maintenance and operating costs and expenses, operating expenses, operated and non-operated overhead charges which are chargeable to the joint account pursuant to the terms of the under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges capital expenditures paid (or, with respect to such operated overhead charges, incurred) or incurred by Buyer in connection with the ownership and or operation of the Assets and Property in the ordinary course, to the extent they are attributable to periods prior to the Effective Time, including, without limitation, royalties and production, severance and excise Taxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to Property for the period before the Effective Time; (iib) the amount of all Asset Taxes prorated to Seller in accordance with Section 9.2.1 but paid or payable by Buyer; (c) Seller’s share (Buyer’s share after Closing) of any proceeds attributable to from the sale of Hydrocarbons and all other income received by Seller and (i) produced from or attributable to the productionProperty and other income attributable to the Property and actually received by Seller, to the extent they are attributable to the ownership or operation or ownership of the Assets Property on or after the Effective TimeTime and (ii) with respect to merchantable Stock Tank Oil and Pipeline Inventory for which Seller received an adjustment to the Purchase Price pursuant to Section 2.2.2(c)(ii); (iiid) the Allocated Value of any Property that is excluded from the Closing pursuant to Section 5.5; (e) all adjustments regarding reductions to the Purchase Price for Title Defects, in accordance with the provisions of Article 7Environmental Defects, Casualty Losses and Government Takings pursuant to Section 5.3, Section 5.6, and Section 5.7, as applicable; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (viif) an amount equal to the amounts held Suspense Funds, as provided in Section 11.2; (g) to the Suspense Accounts extent that Seller’s interest in any of the ▇▇▇▇▇ is overproduced with respect to any Hydrocarbons as of the ClosingEffective Time, as contemplated in Section 11.4; the sum of: (viiii) with respect to gaseous Hydrocarbons, an amount equal to the Deposit product of (together A) the overproduced volumes multiplied by (B) $2.64 per MMBtu; and (ii) with all interest earned thereon); (ix) Taxes attributable respect to ownership prior liquid Hydrocarbons, an amount equal to the Effective Time that are paid or to be paid product of (A) the overproduced volumes multiplied by Buyer(B) $46.54 per Bbl; and (xh) any other downward adjustments to decreases in the Base Purchase Price specified in this AgreementAgreement or otherwise agreed in writing between Seller and Buyer.

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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 Taxestaxes, capital expenses and other costs attributable to Hydrocarbons produced costs, and saved any VR 272 Repair Costs incurred by the Sellers prior to the Effective TimeClosing 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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vii) to the extent the Imbalances reflect an over-balanced (or over-produced or over-received balance) position of Sellers as of the Effective Time regarding the Assets, all adjustments regarding such over-balanced Imbalances, in accordance with the provisions of Section 13.4; (viii) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4; (viiiix) an amount equal to the Deposit (together with all interest earned thereon); (ix) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by BuyerDeposit; and (x) 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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements (or other contracts, pooling orders, or other similar agreements) and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 Taxestaxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 1716; (vii) 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 Sections 13.5; (viii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Sellers), as provided in Section 13.6; (ix) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.411.5; (viiix) an amount equal all fees charged to the Deposit (together with all interest earned thereon); (ix) Taxes attributable third parties and for which payment has been collected by Sellers for service provided on or related to ownership prior to any Key Facility from and after the Effective Time that are paid or to be paid by BuyerTime; and (xxi) 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) all production expenses, operating expenses, operated and non-operated overhead charges which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 productionTaxes (other than income, severance and excise Taxesfranchise or margins Taxes of Sellers), capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vii) to the extent the Assumed Imbalances reflect an overbalanced (or over- produced or over-received balance) position of Sellers as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Sections 13.4 and 13.5; (viii) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5; (ix) an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4; (viii) an amount equal to the Deposit (together with all interest earned thereon); (ix) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer11.5; and (x) 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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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 ARTICLE 8; (vvi) all adjustments regarding unobtained Required Consents and exercised Preferential Purchase Rights, as contemplated in Article ARTICLE 9; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vii) 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 (together with all interest earned thereon); (ix) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by BuyerVolume Commitment Shortfall Payments, if any; and (xxi) any other downward adjustments to the Base Purchase Price specified in 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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 or excise Taxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 1716; (viiiv) 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 12.4; (v) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 12.5; (vi) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.410.5; (viiivii) an amount equal to the Deposit (together with all interest earned thereon); (ix) 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 (xviii) any other downward adjustments to the Base Cash Portion of the 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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 or excise Taxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 1716; (viiiv) 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 12.4; (v) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 12.5; (vi) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.410.5; (viiivii) an amount equal to the Deposit (together with all interest earned thereon); (ix) 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 (xviii) 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 which are chargeable to the joint account (excluding any corporate overhead charges that would not be reimbursable pursuant to the terms of the applicable ▇▇▇▇▇ under a joint operating agreement listed on Schedule 5.20 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, with respect to such operated overhead charges, incurred) by Buyer in connection with the ownership and operation of the Assets and attributable to production periods prior to the Effective Time, including, without limitation, royalties and production, severance and excise Taxesincluding taxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17; (vii) an amount equal to the amounts held Imbalance Adjustment to the extent such amount represents an overbalanced (or over-produced or over-received balance) as provided in the Suspense Accounts as provisions of the Closing, as contemplated in Section 11.413.4; (viii) an amount equal to the Deposit adjustments for under-delivered Pipeline Imbalances (together with all interest earned thereonvolumes owed by Seller); (ix) Taxes attributable to ownership prior to the Effective Time that are paid or to be paid by Buyer, as provided in Section 13.5; and (xix) 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 which are chargeable to the joint account pursuant to the terms of the and other costs under applicable joint operating agreement listed on Schedule 5.20 agreements and other expenses, costs and charges paid (or, with respect to such operated overhead charges, incurred) or 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 or excise Taxes, capital expenses and other costs attributable to Hydrocarbons produced and saved prior to the Effective Timecosts; (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; (vi) all adjustments regarding Casualty Defects, in accordance with the provisions of Article 1716; (viiiv) 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 12.4; (v) adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 12.5; (vi) an amount equal to the amounts held in balance of the Suspense Accounts as of the Closing, as contemplated in Section 11.410.5; (viiivii) an amount equal to the Deposit (together with all interest earned thereon); (ix) 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 (xviii) any other downward adjustments to the Base Cash Portion of the Purchase Price specified in this Agreement.