Operating Adjustments. Subject to all other provisions of this Agreement, all benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to this Agreement, excluding income taxes but otherwise including without limitation maintenance, development, operating and capital costs, government incentives and administration fees, royalties and other burdens, and proceeds from the sale of production whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Adjustment Date in accordance with generally accepted accounting principles. For greater certainty, adjustments in respect of production, if any, shall be made in favour of Vendor in respect of production beyond the wellhead at the Adjustment Date and in favour of Purchaser in respect of all other production. Notwithstanding the foregoing, Vendor shall not be required to provide a credit at closing for any benefits accruing to Purchaser after the Adjustment Date but not actually received at least 3 Business Days prior to the Closing Time. Vendor shall provide to Purchaser prior to the Closing Time a written statement of all such adjustments to be made at Closing, and shall cooperate with Purchaser to enable Purchaser to verify the accuracy of such statement. Adjustments not settled or incorrectly settled prior to or at Closing shall be settled by payment to or by Vendor and Purchaser, as the case may be, as soon as practicable after Closing. The intention of the Parties is that final settlement shall occur within [90] days following the Closing Time, but it is recognized that adjustments may be made after that time. No adjustments shall be made after 1 year from the Closing Time unless written notice of the requested adjustment, with reasonable particulars, is given within 1 year from the Closing Time, provided however that adjustments arising as a consequence of Crown royalty audits, joint venture audits or thirteenth month adjustments for gas plant throughput and gas cost allowance for the Assets are not subject to the 1 year limit. Petroleum substances beyond wellhead at the Adjustment Date and surplus items such as tubing and casing stored on the Lands which are not charged to the joint interest account with respect to the Lands, do not comprise part of the Assets and shall be removed by Vendor as soon as possible.
Operating Adjustments. 18 Section 6.3
Operating Adjustments. (a) Xxxxx R&M may modify the operations of the Ancillary Equipment or the Xxxxx Complex at its discretion so long as such modification does not (i) in any way impede production of the Required Product Mix, (ii) cause an increase in the reimbursable costs of the Xxxxx Company that are payable hereunder that is not offset by a corresponding increase in revenues under the Product Purchase Agreement, (iii) adversely affect the reliability of or the useful life of either the Xxxxx Complex or the Ancillary Equipment, or (iv) otherwise have a material adverse effect on the Xxxxx Company, the Xxxxx Complex, the Ancillary Equipment or the Refinery (including, without limitation, a material adverse effect on the ability of the Xxxxx Company to pay its Senior Debt Obligations when they become due and payable or to prepay Senior Debt in accordance with the Base Case Financial Model).
Operating Adjustments. (a) Subject to all other provisions of this Agreement, all benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to this Agreement, including without limitation maintenance, development, operating and capital costs, government incentives, royalties and other burdens, and proceeds from the sale of production (except in the case of gas that is not dedicated to specific sales contracts or other arrangements, where the adjustment will be based on the weighted average price received by Vendor for such gas produced after the Effective Date from the province in which the gas is sold and referred to by Vendor as Vendor's "Corporate Pool Price"), whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Effective Date in accordance with generally accepted accounting principles. Notwithstanding the generality of the foregoing, the following principles shall apply to adjustments made under this article:
Operating Adjustments. Each Party agrees to modify the terms in the Exhibits when and to the extent that the other Party significantly changes the operation of its facilities under this Agreement. In the event of any operational changes, the affected Party shall be notified as soon as reasonably possible. The Party providing Services shall, subject to the other provisions of this Agreement, use reasonable effort to accommodate the Party needing Services and the Parties shall cooperate to effectuate the intent of this Section. The fees charged by the Party providing Services for Services that were changed to accommodate the other Party shall be mutually agreed by the Parties.
Operating Adjustments. Subject to all other provisions of this Agreement, at Closing Time all benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to this Agreement, excluding income taxes but otherwise including without limitation maintenance, development, operating and capital costs, government incentives, royalties and other burdens, and proceeds from the sale of production, whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Effective Date on a cash and an accrual basis in accordance with generally accepted accounting principles. For greater certainty, adjustments in respect of production, if any, shall be made in favour of Vendor in respect of production beyond the wellhead at the Effective Date and in favour of Purchaser in respect of all other production. The net adjustments shall constitute an increase or decrease, as the case may be, to the Purchase Price and to the amount allocated to the Petroleum and Natural Gas Rights. Vendor shall provide to Purchaser within a reasonable time prior to the Closing Time a written statement of all such adjustments to be made at Closing, and shall cooperate with Purchaser to enable Purchaser to verify the accuracy of such statement. Adjustments not settled or incorrectly settled prior to or at Closing Time shall be settled by payment to or by Vendor and Purchaser, as the case may be, as soon as practicable after Closing Time. The intention of the Parties is that final settlement shall occur within 90 days following the Closing Time, but it is recognized that adjustments may be made after that time. No adjustments shall be made after 1 year from the Closing Time unless written notice of the requested adjustment, with reasonable particulars, is given within 1 year from the Closing Time, provided however that adjustments arising as a consequence of Crown royalty audits and joint venture audits are not subject to the 1 year limit.
Operating Adjustments. (a) Section 2.5(a)(iii) of the Asset Purchase Agreement shall be amended and restated in its entirety to read as follows:
Operating Adjustments. Other than with respect to adjustments in fees, which are discussed elsewhere in the Agreement, each Party agrees to modify the Exhibits hereto when and to the extent that the other Party significantly changes its Galena Park operations; provided, however, that such modification does not have a net negative economic or operational impact upon the other Party. In the event of any such plant operation changes, the Receiving Party shall be notified as soon as reasonably possible, the Providing Party shall, subject to the other provisions of this Agreement, use commercially reasonable efforts to accommodate the Receiving Party; and the parties shall cooperate to effectuate the intent of this Section.
Operating Adjustments. Subject to all other provisions of the Agreement (including, without limitation, sections 6.1, 6.2, 6.3, 6.5 and 6.6), all other benefits and obligations of any kind and nature relating to the operation of the Assets conveyed pursuant to the Agreement, excluding income taxes but otherwise including without limitation maintenance, development, operating and capital costs, government incentives, royalties and other burdens, and proceeds from the sale of production, whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Effective Date in accordance with generally accepted accounting principles. For greater certainty, items to be considered shall include, without limitation, matters such as:
Operating Adjustments. Subject to all other provisions of this Agreement, all revenues and benefits and expenditures and obligations of any kind and nature relating to the ownership, operation and development of the Assets conveyed pursuant to this Agreement, including without limitation maintenance, development, operating and capital costs, government incentives and administration fees, royalties and other burdens, and proceeds from the sale of production whether accruing, payable or paid and received or receivable, shall be adjusted between the Parties as of the Adjustment Date, on an accrual basis, in accordance with generally accepted accounting principles, provided that:
