Upward Adjustments Clause Samples
The Upward Adjustments clause allows for increases to the agreed-upon price or compensation under certain specified circumstances. Typically, this clause outlines the conditions under which the seller or service provider may request additional payment, such as unforeseen increases in material costs, changes in scope, or regulatory changes that impact expenses. Its core practical function is to provide a mechanism for addressing cost escalations, ensuring that the contract remains fair and viable if external factors drive up costs beyond initial estimates.
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Upward Adjustments a) A surplus in the number of net mineral acres listed in Exhibit “A” results in an increase of the Allocated Value [*] per net mineral acre as provided in Paragraph 5. A surplus in the net revenue interest listed in Exhibit “A,” on a lease-by-lease basis, shall be valued at [*] per one percent (1%) per net mineral acre covered by the Lease with the net revenue surplus. By way of example, if the net revenue interest listed in Exhibit “A” is increased to 73.0% instead of 72.5%, as shown on Exhibit “A,” and that particular lease contains 400 net mineral acres, then the Sale Price will be adjusted upward by [*] (0.5 x [*] x 400nma).
b) the value of (i) all merchantable oil and condensate produced from or attributable to the Leases prior to the Effective Time which has not been sold by Seller and which is above the inlet flange, delivery line, or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of the Effective Time, such value to be based upon the existing contract price for crude oil or natural gas, as applicable, in effect as of the Effective Time, less severance taxes, transportation fees and other fees that would be deducted by the purchaser of such oil or gas, such Inventory Hydrocarbons to be measured at the Effective Time by the operators of the Properties; and (ii) all of Seller’s unsold inventory of gas plant products, if any, attributable to the Properties as of Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller and the purchaser of such products; provided, however, that, in each of cases (i) and (ii) above, if there is no such contract existing as of the Effective Time, such Inventory Hydrocarbons and/or gas plant products shall be valued in the same manner as if Inventory Hydrocarbons and/or gas plant products had been sold at the posted price in the field for said Inventory Hydrocarbons and/or gas plant products.
c) the amount of all production expenses, operating expenses and all other expenditures attributable to the ownership or operation of the Properties after the Effective Time and paid by Seller prior to the Closing Date; provided, however, any ▇▇▇▇▇ in which the Seller owns 100% of the working interest, the operating expenses will be calculated on a Council of Petroleum Accountants Society (“▇▇▇▇▇”) basis which is mutually agreed between the Parties
d) the amount of all ad valorem, property, production, excise, severance and similar...
Upward Adjustments. Notwithstanding anything to the contrary in this Agreement, the number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to the nearest whole number such that the Warrant Percentage shall be increased by an amount equal to the product of (A) 1.0% multiplied by (B) a fraction, the numerator of which is the aggregate amount (if any) of DDTLs (as defined in the Credit Agreement) advanced by all Lenders (as defined in the Credit Agreement) not to exceed $150,000,000, and the denominator of which is $10,000,000. For the avoidance of doubt, any DDTLs advanced by Lenders in excess of $150,000,000 shall not apply to the calculation set forth in clause (B) of this Section 2(b)(ii).
Upward Adjustments. The Purchase Price shall be adjusted upward by the following:
1. An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time;
2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller at or after the Effective Time;
3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets at or after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges;
4. An amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons in the storage tanks;
5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C.
6. Any other amount agreed to by Buyer and Seller.
Upward Adjustments. The Purchase Price will be increased by the following (“Upward Adjustments”):
(a) Seller’s share of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for periods on and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder;
(b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into
(c) with respect to such transaction);
(i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes;
(d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multipl...
Upward Adjustments. The Purchase Price will be increased by the following expenses and revenues (without duplication) ( “Upward Adjustments”):
(a) ASSIGNOR’s share of all actual production and operating costs and expenses, overhead charges under applicable operating agreements, capital expenditures paid or incurred by ASSIGNOR in connection with ownership or operation of the Property (including without limitation royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for the period on and after the Effective Date; provided that, for the period between the Effective Date and the Closing Date, with respect to those portions of the Property for which ASSIGNOR is a one hundred percent (100%) working interest owner, all attributable production and operating costs and expense, including a charge for overhead in the amount of $1,225.00 per producing Well per month; but excluding, in all cases, liabilities, obligations, costs and expenses attributable to (i) actual or claimed personal injury, including death of ASSIGNOR’s employees, (ii) the gross negligence or willful misconduct of ASSIGNOR or any of its Affiliates in the operation of its Assets prior to Closing, (iii) remediation of environmental conditions created prior to the Effective Date and attributable to the Property, (iv) Excluded Assets or ASSIGNOR’s Retained Obligations, (v) curing Title Defects or remediating Adverse Environmental Conditions attributable to the Property, (vi) requiring the furnishing of make-up gas or other gas balancing obligations, or (vii) working interests, royalties, overriding royalties or other interests held in suspense attributable to the Property;
(b) ASSIGNOR’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by ASSIGNEE, to the extent they are attributable to the ownership or operation of the Property before the Effective Date, and the value of the Stock Tank Oil and the Pipeline Inventory as of 7:00 a.m. local time where the Property is located on the Effective Date;
(c) Any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between ASSIGNOR and ASSIGNEE prior to or at Closing; and
(d) (i) Capital or maintenance expenses incurred by ASSIGNOR to the extent each such expense is attributable to the Property for the period on and after the Effective Date and is either (A) approved or deemed approved u...
Upward Adjustments. To calculate the Closing Amount, the Purchase Price shall be adjusted upward by the following:
(i) An amount equal to (A) all proceeds from or attributable to the production of Hydrocarbons from the Subject Interests attributable to the period prior to the Effective Time if received by Buyer, net of Taxes (subject to Article 10), royalties, overriding royalties, net profit payments and similar burdens and (B) all other income, proceeds, receipts and credits with respect to the Subject Interests attributable to the period prior to the Effective Time received by Buyer;
(ii) An amount equal to the Property Expenses attributable to the Subject Interests for the period from and after the Effective Time that were paid by Seller;
(iii) An amount equal to the value of all oil in tanks above the pipeline sales connection (exclusive of any brine, sludge or water that may be present in the oil storage tanks) and of all gas in pipelines and flowlines upstream of the wellhead measurement facilities is credited to Seller’s interest in the Subject Interests at the Effective Time, each such value to be the contract price in effect as of the Effective Time or, in the absence of an applicable contract price, the average price per unit for sales of production for the respective production period attributable to the Subject Interests as of the Effective Time, less any Taxes and royalties, overriding royalties, net profit payments and similar burdens;
(iv) The amount of all prepaid expenses (including pre-paid bonuses and rentals), scheduled payments, and Taxes, which in all cases are paid by Seller with respect to the ownership of the Subject Interests after the Effective Time; and
(v) Any other amount provided for in this Agreement or otherwise agreed to in writing by Buyer and Seller as an upward adjustment to the Purchase Price.
Upward Adjustments. The Purchase Price shall be adjusted upward by the following:
1. An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time;
2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller that are attributable to the period after the Effective Time;
3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges;
4. An amount equal to the value (net of applicable Taxes) of Seller's share of all oil in storage tanks above the pipeline interconnect at the Effective Time to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller's interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil in the storage tanks;
5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C.
6. Any other amount agreed to by Buyer and Seller.
Upward Adjustments. The wage rates referenced in Section 8.1 (Across the Board Increases) constitute the minimum compensation levels to be provided to an employee. Nothing in this Agreement shall be construed as prohibiting the Employer from, in its sole discretion, providing an employee at any time with an upward adjustment of the employee’s wage rate.
Upward Adjustments. The Cash Consideration will be increased by any increase in value of the Inventories, such value to be determined in accordance with Section 7.1.
Upward Adjustments. The Base Purchase Price shall be adjusted upward for the following, without duplication: