Possible Upward Adjustments Sample Clauses

Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) that the ownership of any Property entitles Seller to a greater number of Net Leased Mineral Acres for a Lease than that shown on Exhibit A for such Lease, then such party shall propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.6 above with respect to adjustments for Asserted Defects. The party making such assertion or determination shall notify the other party no later than the Defect Deadline, Seller shall convey said interests to Buyer at Closing and Buyer shall pay Seller the additional amounts computed in accordance with this Section, as adjusted by the provisions of Article XI. At the time of the Conveyance, such additional interest shall be considered a Property pursuant to this Agreement for all purposes.
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Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Schedule I greater than the decimal share shown for such well or unit under the column headed "Net Revenue Interest" on such Schedule I, then Seller may propose an upward adjustment to the Base Purchase Price to account for such fact. The party making such determination shall notify the other party no later than March 27, 2007. Any proposed upward adjustment to the Base Purchase Price shall be reduced by the aggregate Defect Amount, if any, which, for this purpose only, shall include Defect Amounts of less than $50,000.
Sample 1
Possible Upward Adjustments. Should Seller determine before Closing (or should Buyer, in the course of its due diligence reviews contemplated by Section 6 above, determine before Closing) that (i) Seller’s ownership of the Well and/or Unit entitles it to a decimal share of the production from a Well and/or Unit listed on Exhibit A-2 greater than the decimal share shown for such Well and/or Unit under the column headed “Net Revenue Interest” on such Exhibit A-2, or (ii) Seller’s ownership entitles it to a number of Net Leasehold Acres (calculated as provided in Section 6(b)(iii) above) for an Undeveloped Lease which is greater than that shown for the Undeveloped Lease on Exhibit A-3, or (iii) Seller’s ownership of an Undeveloped Lease listed on Exhibit A-3 entitles it to a decimal share of production from such Undeveloped Lease that is greater than the decimal share shown for such Undeveloped Lease under the column entitled “Net Revenue Interest” on Exhibit A-3, then the Initial Purchase Price will be adjusted upward to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Sections 7(a) and Section 7(b) above with respect to adjustments for Asserted Defects. The Party making such determination shall notify the other Party no later than the Defect Date. The limitations set forth in Section 7(c) below shall also apply in the same manner to any potential upward adjustments pursuant to this Section 7(b).
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well, or unit, or PDNP or PUD location listed on Schedule I greater than the decimal share shown for such well, or unit, or PDNP or PUD location under the column headed Net Revenue Interest on such Schedule I, or (ii) with respect to any well or unit listed on Schedule I, Seller and its predecessors in title have collectively taken less gas from such well or unit than the ownership of such well or unit would entitle them to take (underproduced position) or with respect to any well or unit for which an overproduced position (e.g. a situation where Seller and its predecessors in title have collectively taken more gas from such well or unit than the ownership of such well or unit would entitle them to receive) is disclosed on Exhibit 7(b)(iv) an overproduced position exists that is less than 100% of that so disclosed on the exhibit, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in (A) Section 8(b)(iii) above with respect to underproduced positions and (B) Section 8(a) above with respect to all other such matters. The party making such determination shall notify the other party no later than three (3) days before Closing.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should --------------------------- Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on EXHIBIT B greater than the decimal share shown as the "Revenue Interest" for such well or unit on such EXHIBIT B, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 8(a) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than the Closing Date.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 4.1 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Exhibit 4.1 greater than the decimal share shown for such well or unit under the column headed "Net Revenue Interest" on such Exhibit 4.1, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 4.2(a) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than three business days prior to Closing.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Purchaser, in the course of its due diligence reviews contemplated by Section 3.2 above, determine) that (i) the ownership of the Warranted Properties by Seller entitles Seller to additional acres relating to Lease(s) or Prospect(s), a decimal share of the production from a Well (as to currently producing completions) or Unit (as to currently producing formations) or PUD Location (as to projected objective formation shown on the Allocation Schedule) listed on the Allocation Schedule greater than the decimal share shown for such Well or Unit or PUD Location under the column headed “Net Revenue Interest” on such Allocation Schedule, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 3.2 above with respect to adjustments for Asserted Title Defects. The Party making such determination shall notify the other Party no later than sixty (60) days after the Closing Date.
Sample 1
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Possible Upward Adjustments. Should any Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) (a) that the ownership of the Properties by such Seller entitles such Seller to a decimal share of the production from a Lease listed on Exhibit A greater than the decimal share shown for such Lease under the column headed “Net Revenue Interest” on Exhibit A, or (b) that the ownership of any Property entitles such Seller to a greater number of Net Leased Mineral Acres for a Lease than that shown on Exhibit A for such Lease, then such party shall propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.6 above with respect to adjustments for Asserted Defects. The party making such assertion or determination shall notify the other party no later than the Defect Deadline; provided, that if the additional interest claimed by Seller or Buyer is the subject of a claim by a third party, the Purchase Price shall remain subject to an increase for such additional interest. Within fifteen (15) days of Seller delivering notice to the Buyer of such final non-appealable decision or settlement resulting in an additional interest in the Properties, the parties shall hold an additional closing for such additional interest at which such Seller shall convey the additional interest to Buyer pursuant to the form of Conveyance and Buyer shall pay such Seller the additional amounts computed in accordance with this Section, as adjusted by the provisions of Article XI. At the time of the Conveyance, such additional interest shall be considered a Property pursuant to this agreement for all purposes.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Schedule I greater than the decimal share shown for such well or unit under the column headed “Net Revenue Interest” on such Schedule I, then such party shall propose an upward adjustment to the Base Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.5 above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than September 20, 2004.
Sample 1

Related to Possible Upward Adjustments

  • Downward Adjustments The Purchase Price shall be adjusted downward by the following:

  • Upward Adjustments The Purchase Price shall be adjusted upward by the following:

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Market Adjustments 22. Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Inflation Adjustment The dollar amounts indicated in Section 3.2(f) shall be adjusted for inflation during the term of this Agreement based on the Consumer Price Index published for [insert applicable index] commencing on the Acquisition Effective Date.

  • Performance Adjustment Rate Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%. For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will be based on the performance of the retail class. The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months. The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

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