Seller Adjustments Clause Samples

Seller Adjustments. The Final Settlement Statement shall incorporate the following adjustments in favor of Seller: (i) To the extent not previously distributed to Seller, all proceeds received by Buyer (net of applicable Taxes and royalties) after the Effective Time which are attributable, in accordance with GAAP, to production from the Assets during the period before the Effective Time, which proceeds shall be used by Buyer to satisfy the Pre-Closing Liabilities; (ii) All proceeds received by Seller (net of applicable Taxes and royalties) after the Effective Time which are attributable, in accordance with GAAP, to production from the Assets during the period before the Effective Time, which proceeds shall utilized by Seller to satisfy the Pre-Closing Liabilities; (iii) To the extent not previously accounted for, an amount equal to all capital costs, expenses, and any Taxes that have been paid by Seller and that are attributable to the Assets from and after the Effective Date; and (iv) to the extent not covered in the preceding paragraphs, an amount equal to all prepaid expenses that are in accordance with generally accepted accounting principles consistently applied in the oil and gas industry (“GAAP”), attributable to all or any portion of the Assets during the period after the Effective Time, which were paid by or on behalf of Seller, and which will inure to the benefit of Buyer, including, without limitation, advance drilling, applicable insurance costs, prepaid utility charges, equipment rentals, and prepaid Taxes (such Taxes to be apportioned pursuant to Article 7).

Seller Adjustments. The Final Settlement Statement shall incorporate the following adjustments in favor of Seller: (i) To the extent not previously distributed to Seller, all proceeds received by Buyer (net of applicable Taxes and royalties) after the Effective Time which are attributable, in accordance with GAAP, to production from the Oil and Gas Assets during the period before the Effective Time; (ii) To the extent not previously accounted for, an amount equal to all capital costs, expenses, and any Taxes that have been paid by Seller and that are attributable to the Oil and Gas Assets from and after the Effective Date; and (iii) to the extent not covered in the preceding paragraphs, an amount equal to all prepaid expenses that are in accordance with generally accepted accounting principles consistently applied in the oil and gas industry (“GAAP”), attributable to all or any portion of the Oil and Gas Assets during the period after the Effective Time, which were paid by or on behalf of Seller, and which will inure to the benefit of Buyer, including, without limitation, advance drilling, applicable insurance costs, prepaid utility charges, equipment rentals, and prepaid Taxes.

Seller Adjustments. In the event that Seller determines in its good faith and commercially reasonable discretion, based on advice of counsel, that it is appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Seller, and including, without limitation, Rule 10b-18, Rule 10b-5, Regulation 13D-G and Regulation 14E, “Requirements”), for Seller to refrain from purchasing Shares or to purchase fewer than the number of Shares Seller would otherwise purchase on any Trading Day during the duration of this Transaction, then Seller may elect to deem that a Market Disruption Event has occurred and will be continuing on such Trading Day, which shall be a Disrupted Day for purposes of “Market Disruption Event” above; provided that if any such deemed Market Disruption Event results in the Scheduled Valuation Date being postponed to a date that is on or after June 30, 2011 then such postponement will constitute an Additional Termination Event, with (i) Issuer as the sole “Affected Party”, (ii) the Transaction as the sole “Affected Transaction” and (iii) such date as the Early Termination Date.

Seller Adjustments. The Final Settlement Statement shall incorporate the following adjustments in favor of Seller: (i) To the extent not previously distributed to Seller, all proceeds received by Buyer (net of applicable Taxes and royalties) after the Effective Time which are attributable, in accordance with GAAP, to production from the Assets during the period before the Effective Time; (ii) To the extent not previously accounted for, an amount equal to all capital costs, expenses, and any Taxes that have been paid by Seller and that are attributable to the Assets from and after the Effective Date; and (iii) to the extent not covered in the preceding paragraphs, an amount equal to all prepaid expenses that are in accordance with generally accepted accounting principles consistently applied in the oil and gas industry (“GAAP”), attributable to all or any portion of the Assets during the period after the Effective Time, which were paid by or on behalf of Seller, and which will inure to the benefit of Buyer, including, without limitation, advance drilling, applicable insurance costs, prepaid utility charges, equipment rentals, and prepaid Taxes (such Taxes to be apportioned pursuant to Article 7).

Seller Adjustments. (a) With respect to any Seller Receivable created by the Seller and purchased by the Issuer from the Seller, if on any day the Issuer (or its assigns), the Servicer or the Seller determines that (i) such Seller Receivable (A) was not identified by the Seller as other than an Eligible Receivable on the Business Day such Receivable was sold hereunder or (B) was otherwise treated by the Seller as or represented by the Seller to be an Eligible Receivable in any Monthly Originator Report or Weekly Activity Report, as applicable, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Receivable or the related Equity Related Assets (each such Seller Receivable described in clause (i) or clause (ii), a “Seller Noncomplying Asset”), then the Seller shall pay the aggregate Unpaid Balance of such Seller Receivables (such payment, a “Seller Noncomplying Asset Adjustment”) to the Issuer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Seller Receivable is reduced as a result of any Concession made by the Seller, then the Seller shall pay to the Issuer the amount of such reduction (such payment, a “Seller Dilution Adjustment”) to the Issuer in accordance with Section 4.3(c). (c) On each Business Day, the Seller shall pay to the Issuer, in cash in accordance with Section 4.2, an amount (a “Seller Adjustment”) equal to the sum of (A) the aggregate Seller Dilution Adjustment, if any, for each day from and including the immediately preceding Business Day plus (B) the Seller Noncomplying Asset Adjustment, if any, for each day from and including the immediately preceding Business Day. The Seller Receivables that gave rise to any Seller Dilution Adjustment and any related Seller Related Assets shall remain the property of the Issuer. From and after the day on which any Seller Noncomplying Asset Adjustment is made, any collections received by the Issuer that are identified as proceeds of the Seller Receivables that gave rise to such Noncomplying Asset Adjustment and any Seller Related Property with respect to such Receivable shall be promptly returned to the Seller. The Issuer hereby directs the Seller to deposit all such Seller Adjustments directly into the Collection Account.” (d) The Seller shall pay to the Issuer in cash, on the date of receipt by the Seller, any payment received by the Seller in respect of “Origin...