Pre-Closing Allocations/Statement. (a) Provided that the Closing occurs, appropriate adjustments to the Purchase Price shall be made between Buyer and Seller in a manner consistent with Section 11.03.
Pre-Closing Allocations/Statement. Not later than three (3) Business Days prior to the Closing Date, Buyer shall prepare and deliver to Sellers a statement of the estimated Purchase Price Adjustments taking into account the foregoing principles (the “Closing Statement”). Buyer shall make available to Sellers all documents supporting the estimated Purchase Price Adjustments. The Purchase Price paid by Buyer to Sellers at Closing shall be the Purchase Price, as adjusted by the Purchase Price Adjustments set forth in the Closing Statement.
Pre-Closing Allocations/Statement. (a) Provided that the Closing occurs, appropriate adjustments shall be made between Buyer and Seller so that, subject to Article XII, Buyer will receive credit for any proceeds received by Seller for production after the Effective Date, and any other revenues arising out of the ownership or operation of the Assets, including any Assets ultimately retained by Sellers pursuant to Section 4.04(b), from and after the Effective Date, net of all applicable production, severance, and similar taxes.
Pre-Closing Allocations/Statement. Not later than three (3) Business Days prior to the Closing Date, Buyer shall prepare and deliver to Seller a statement of the estimated Purchase Price Adjustments taking into account the foregoing principles (the “Closing Statement”). Buyer shall make available to Seller in Buyer’s office all documents supporting the estimated Purchase Price Adjustments. The Purchase Price paid by Buyer to Seller at Closing shall be the Purchase Price, as adjusted by the estimated Purchase Price Adjustments set forth in the Closing Statement; provided that if Seller notifies Buyer on or before the Closing Date that it disputes Buyer’s estimate of the Purchase Price Adjustments and the Parties cannot agree otherwise, then the Purchase Price paid at Closing shall be the amount that is midway between Seller’s and Buyer’s estimated amounts.
Pre-Closing Allocations/Statement. (a) Provided that the Closing occurs, appropriate adjustments shall be made between Buyer and Seller so that (i) Buyer will receive all proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses that are incurred in the ownership or operation of the Assets from and after the Effective Time, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses that are incurred in the ownership or operation of the Assets prior to the Effective Time.
Pre-Closing Allocations/Statement. (a) Provided that the Closing occurs, appropriate adjustments shall be made between Buyer and Sellers so that (i) subject to Article XIII, Buyer will receive all proceeds from sales of Minerals that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and (ii) subject to Article XIII, Seller will receive all proceeds from sales of Minerals that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses that are incurred in the ownership of the Assets prior to the Effective Time, to the extent, and only to the extent payments are made for same prior to the Effective Time.
Pre-Closing Allocations/Statement. Not later than two business days prior to the Closing Date, IPP shall prepare and deliver to Pure and the Partnership a statement of the estimated Contribution Value Adjustments taking into account the foregoing principles (the "Statement").
Pre-Closing Allocations/Statement. (a) Provided that the Closing occurs, to the extent known at the Closing, appropriate adjustments shall be made between Buyer and Sellers so that (i) Buyer will receive all proceeds from sales of Hydrocarbons that are produced and saved from and after the Effective Time and any other revenues arising out of the ownership or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes (but not income taxes, franchise taxes, and similar taxes based upon net income, gross income or gross receipts), and net of all costs and expenses that are incurred in the ownership or operation of the Assets from and after the Effective Time, including all drilling costs, all capital expenditures, and all overhead charges under applicable operating or other agreements (regardless of whether any Seller or an affiliate of any Seller serves as operator prior to the Closing), and (ii) except as otherwise provided in Section 10.02(b)(vi), Sellers will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses that are incurred in the ownership or operation of the Assets prior to the Effective Time including all drilling costs, all capital expenditures, and all overhead charges under applicable operating or other agreements.
Pre-Closing Allocations/Statement. (a) If the Closing occurs, appropriate adjustments shall be made between Buyer and Seller so that (i) Buyer will receive all proceeds from sales of Minerals that are produced and saved from and after the Effective Date and any other revenues arising out of the ownership or operation of the Assets from and after the Effective Date, net of all applicable production, severance, and similar taxes, and (ii) Seller will receive all proceeds from sales of Minerals that are produced and saved prior to the Effective Date and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Date.
Pre-Closing Allocations/Statement. Provided that the Closing occurs, the Purchase Price Adjustments shall be made between Buyer and Seller pursuant to Section 10.03 on the Closing Date, in the manner provided in this Section. On or before five (5) days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments (the “Pre-Closing Statement”), which Pre-Closing Statement shall be based upon the then most currently available data and information as provided in Section 10.03. The Pre-Closing Statement shall be accompanied by all documents supporting the estimated Purchase Price Adjustments. The Purchase Price paid by Buyer to Seller at Closing shall be the Purchase Price, as adjusted by the estimated Purchase Price Adjustments, set forth in the Pre-Closing Statement.
