Common use of Downward Adjustments Clause in Contracts

Downward Adjustments. The Base Purchase Price shall be adjusted downward by the following: (i) Royalties attributable to the Acquired Properties occurring on or after the Effective Time and received by Seller (and not paid by Seller pursuant to Section 3.2(a)(ii)); (ii) the amount of all pre-Effective Time Property Expenses attributable to the Acquired Properties and paid by Purchaser before the Final Settlement Date, and all Royalties attributable to Hydrocarbons produced from the Acquired Properties before the Effective Time and paid by Purchaser before the Final Settlement Date; (iii) the amount of Seller’s proportionate share of all unpaid Property and Production Taxes with respect to the Straddle Period calculated under Section 15.1; (iv) the amount of the Title Defect Adjustment, if any; (v) the amount of Royalties payable out of Hydrocarbons from the Acquired Leases that are due to third parties but held in suspense by Seller or its Affiliate at the Closing, to the extent such amounts are not transferred to Purchaser’s control at Closing; and (vi) the amount of the Environmental Defect Adjustment, if any; (vii) the amount of the Allocated Value of each Acquired Asset affected by a Preferential Right which has been excluded from the Acquired Assets to be conveyed to Purchaser at Closing pursuant to Section 10.10(c); and (viii) the amount of the Allocated Value of the Acquired Lease affected by a Material Required Consent which has been excluded from the Acquired Assets pursuant to Section 10.9.

Downward Adjustments. The First Closing Base Purchase Price shall be adjusted downward by the following: (iA) Royalties revenues and proceeds attributable to the Acquired Properties First Closing Assets occurring on or after the Effective Time and received by Seller (and not paid by Seller pursuant to Section 3.2(a)(ii))Seller; (iiB) the amount of all pre-Effective Time Property Expenses attributable to the Acquired Properties First Closing Assets prior to the Effective Time and paid by Purchaser before the Final Settlement DatePurchaser, and the amount of all Royalties attributable to Hydrocarbons produced from the Acquired First Closing Properties before the Effective Time and paid by Purchaser before the Final Settlement DatePurchaser; (iiiC) the amount of Seller’s proportionate share of all unpaid Property and Production Asset Taxes with respect attributable to the Straddle Period calculated under Section 15.1First Closing Assets allocable to Seller in accordance with Article 15 that are paid or otherwise economically borne by Purchaser; (iv) the amount of the Title Defect Adjustment, if any; (vD) the amount of Royalties payable out of Hydrocarbons from the Acquired Leases First Closing ▇▇▇▇▇ that are due to third parties but held in suspense by Seller or its Affiliate at the First Closing, to the extent such amounts are not transferred to Purchaser’s control at First Closing; and (vi) the amount of the Environmental Defect Adjustment, if any; (viiE) the amount of the Allocated Value of each Acquired First Closing Asset affected by a Preferential Right which that has been excluded from the Acquired First Closing Assets to be conveyed to Purchaser at the First Closing pursuant to Section 10.10(c) and Section 10.10(d); and; (viiiF) the amount of the Allocated Value of the Acquired Lease First Closing Assets affected by a Material Required Consent which that has been excluded from the Acquired First Closing Assets at the First Closing pursuant to Section 10.9; (G) the amount of the Defect Adjustment with respect to the First Closing Assets, if any; and (H) the amount of the Allocated Value of the First Closing Assets, if any that have been excluded from the First Closing Assets at the First Closing pursuant to Section 6.1(b)(ii) or Section 6.5(d).

Downward Adjustments. The Second Closing Base Purchase Price shall be adjusted downward by the following: (iA) Royalties revenues and proceeds attributable to the Acquired Second Closing Properties occurring on or after the Effective Time and received by Seller (and not paid by Seller pursuant to Section 3.2(a)(ii))Seller; (iiB) the amount of all pre-Effective Time Property Expenses attributable to the Acquired Second Closing Properties prior to the Effective Time and paid by Purchaser before the Final Settlement DatePurchaser, and the amount of all Royalties attributable to Hydrocarbons produced from the Acquired Second Closing Properties before the Effective Time and paid by Purchaser before the Final Settlement DatePurchaser; (iiiC) the amount of Seller’s proportionate share of all unpaid Property and Production Asset Taxes with respect attributable to the Straddle Period calculated under Section 15.1Second Closing Assets allocable to Seller in accordance with Article 15 that are paid or otherwise economically borne by Purchaser; (ivD) the amount of the Title Defect AdjustmentAdjustment with respect to the Second Closing Assets, if any; (vE) the amount of Royalties payable out of Hydrocarbons from the Acquired Leases Second Closing ▇▇▇▇▇ that are due to third parties but held in suspense by Seller or its Affiliate at the Second Closing, to the extent such amounts are not transferred to Purchaser’s control at the Second Closing; and (vi) the amount of the Environmental Defect Adjustment, if any; (viiF) the amount of the Allocated Value of each Acquired Second Closing Asset affected by a Preferential Right which that has been excluded from the Acquired Second Closing Assets to be conveyed to Purchaser at the Second Closing pursuant to Section 10.10(c) and Section 10.10(d); and; (viiiG) the amount of the Allocated Value of the Acquired Lease Second Closing Assets affected by a Material Required Consent which that has been excluded from the Acquired Second Closing Assets at the Second Closing pursuant to Section 10.9; (H) the amount of the Allocated Value of the Second Closing Assets, if any that have been excluded from the Second Closing Assets at the Second Closing pursuant to Section 6.1(b)(ii) or Section 6.5(d); and (I) the amount of any downward adjustment, if any, determined pursuant to Section 3.2(b)(iv).