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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.
Appears in 1 contract
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, The Purchase Price 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 [*] the following:
1. An amount equal to all proceeds (0.5 x [*] x 400nma).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;
b) 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) of Seller’s share of all Hydrocarbons in storage tanks (which shall not include pipelines or processing vessels) above the pipeline interconnect at the Effective Time to be calculated as follows: The value shall be the product of (i) all merchantable oil and condensate produced from or the volume in each storage tank (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”Seller’s interest) existing as of the Effective Time, such value to be based upon the existing contract price for crude oil or natural gas, Time as applicable, in effect as of the Effective Time, less severance taxes, transportation fees and other fees that would be deducted shown by the purchaser of such oil or gasactual gauging reports, such Inventory Hydrocarbons to be measured at the Effective Time multiplied by the operators of the Properties; and (ii) all the price actually received from the sale of Seller’s unsold inventory of gas plant products, if any, attributable to the Properties as of Effective Time valued Hydrocarbons in the same manner as if such products had been sold month that Closing occurs under the contract then in existence between Seller and the purchaser of such productsapplicable marketing contract; provided, however, that, in each of cases (i) and (ii) above, if there is no such contract existing as of that the Effective Time, such Inventory Hydrocarbons and/or gas plant products adjustment contemplated by this subsection shall be valued in made only to the same manner as if Inventory Hydrocarbons and/or gas plant products had been sold at extent that Seller does not receive and retain the posted price in the field for said Inventory Hydrocarbons and/or gas plant products.
c) the amount of all production expensesproceeds, operating expenses and all other expenditures or portion thereof, attributable to the ownership or operation of the Properties after the pre-Effective Time and paid by Seller prior merchantable Hydrocarbons in the storage tanks;
5. Any amount equal to the Closing Datevalue of Additional Interest pursuant to subsection 4.2 C; 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 and
6. Any other amount agreed between the Parties
d) the amount of all ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceSeller.
Appears in 1 contract
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, The Base Purchase Price 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).for the following, without duplication:
b) the value of (i) all merchantable oil production expenses, operating expenses, operated and condensate non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (excluding such expenses, charges or expenditures paid out of the proceeds of Hydrocarbons produced and saved from or and after the Effective Time) in connection with the ownership and operation of the Assets attributable to the Leases prior to periods from and after the Effective Time which has not been sold by Seller (including, without limitation, royalties and which is above the inlet flangeproduction, delivery line, severance or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of excise Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, such value and pre-paid charges);
(ii) all proceeds attributable to be based upon the existing contract price for crude oil or natural gassale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, as applicable, in effect as ownership and operation of the Assets prior to the Effective Time, less applicable production, severance taxesor excise Taxes, transportation fees royalties 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 similar burdens;
(iiiii) all of Seller’s unsold inventory of gas plant productspositive adjustments, if any, attributable regarding Additional Interests, as provided in Section 7.2;
(iv) to the Properties as extent the Assumed Imbalances reflect an underbalanced (or under-produced or under- received balance) position 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 TimeTime regarding the Assets, all adjustments regarding such Inventory Hydrocarbons and/or gas plant products shall be valued under balanced Assumed Imbalances in accordance with the same manner provisions of Section 13.4;
(v) all adjustments for oil in storage above the pipeline connection, as if Inventory Hydrocarbons and/or gas plant products had been sold at the posted price provided in the field Section 13.1;
(vi) adjustments for said Inventory Hydrocarbons and/or gas plant products.over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5;
c(vii) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all production expensesproduction, operating expenses and all other expenditures attributable severance, excise or real or personal property or ad valorem Taxes, if any, allocated to the ownership Buyer in accordance with this Agreement but paid or operation to be paid by Seller (excluding such Taxes paid by Seller out of the Properties proceeds of Hydrocarbons produced and saved from and after the Effective Time and paid by Seller prior to the Closing DateTime); 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.and
Appears in 1 contract
Sources: Purchase and Sale Agreement
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, The Base Purchase Price 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).for the following, without duplication:
b) the value of (i) all merchantable oil normal and condensate produced from customary (A) production expenses, (B) operating expenses, (C) operated and non-operated overhead charges which are chargeable to the joint account pursuant to the terms of the applicable joint operating agreement listed on Schedule 5.20 (or, with respect to those Seller-operated Assets that are not burdened by an existing joint operating agreement, such overhead charge shall be deemed to be equal to $11,000.00 per month for each operated well that is being drilled and $1,100.00 per month for each operated well that is producing), and (D) capital expenditures, which in each case are paid (or pre-paid) (or, with respect to such operated overhead charges, incurred) by Seller in connection with the ownership and operation of the Assets and attributable to the Leases periods from and after the Effective Time (including, without limitation, royalties and production, severance and excise Taxes, capital expenses and other costs Seller paid that are attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges paid by Seller that relate to the ownership and operation of the Assets and attributable to the periods from and after the Effective Time);
(ii) all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income received by Buyer attributable to production, ownership and operation of the Assets 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 that there is no such contract existing as of shall not be any upward adjustment to 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 Base Purchase Price for said Inventory Hydrocarbons and/or gas plant products.
c) the amount of all production expenses, operating expenses and all other expenditures any proceeds or income Buyer receives that are attributable to the ownership or operation sale of the Properties Hydrocarbons described in subclause (ii) of Section 2.4;
(iii) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1;
(iv) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time which are described on Schedule 3.3(a)(iv);
(v) Taxes (other than Income Taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller;
(vi) all delay rentals or expenditures that are described on Schedule 3.3(a)(vi), or are approved in writing by Buyer and are 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 taxes and assessments (but not including income taxes) which accrue to the Properties before or after the Effective Time for options to extend and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in renew Leases after the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment Effective Time; and
(vii) any other upward adjustments to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate Base Purchase Price specified in this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceAgreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
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, The Base Purchase Price 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).for the following, without duplication:
b) the value of (i) all merchantable oil production expenses, operating expenses, operated and condensate non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (excluding such expenses, charges or expenditures paid out of the proceeds of Hydrocarbons produced and saved from or and after the Effective Time) in connection with the ownership and operation of the Assets attributable to the Leases prior to periods from and after the Effective Time which has not been sold by Seller (including, without limitation, royalties and which is above the inlet flangeproduction, delivery line, severance or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of excise Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, such value and pre-paid charges);
(ii) all proceeds attributable to be based upon the existing contract price for crude oil or natural gassale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, as applicable, in effect as ownership and operation of the Assets prior to the Effective Time, less applicable production, severance taxesor excise Taxes, transportation fees royalties 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 similar burdens;
(iiiii) all of Seller’s unsold inventory of gas plant productspositive adjustments, if any, attributable regarding Additional Interests, as provided in Section 7.2;
(iv) to the Properties as extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position 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 TimeTime regarding the Assets, all adjustments regarding such Inventory Hydrocarbons and/or gas plant products shall be valued under balanced Assumed Imbalances in accordance with the same manner provisions of Section 13.4;
(v) all adjustments for oil in storage above the pipeline connection, as if Inventory Hydrocarbons and/or gas plant products had been sold at the posted price provided in the field Section 13.1;
(vi) adjustments for said Inventory Hydrocarbons and/or gas plant products.over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5;
c(vii) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all production expensesproduction, operating expenses and all other expenditures attributable severance, excise or real or personal property or ad valorem Taxes, if any, allocated to the ownership Buyer in accordance with this Agreement but paid or operation to be paid by Seller (excluding such Taxes paid by Seller out of the Properties proceeds of Hydrocarbons produced and saved from and after the Effective Time and paid by Seller prior to the Closing DateTime); 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.and
Appears in 1 contract
Sources: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
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, The Purchase Price 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).the following:
b) the value of (i) The following amounts, to the extent incurred and actually paid by Sellers in accordance with the terms hereof:
(A) all merchantable oil direct costs and condensate produced from or expenditures properly chargeable to Sellers’ interests in the Properties under applicable operating agreements that are attributable to the Leases prior to drilling, completion, recompletion, reworking, operation and maintenance of the Effective Time which has not been sold by Seller Properties on and which is above the inlet flange, delivery line, or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of after the Effective Time;
(B) all bonuses, such value to be based upon the existing contract price for crude oil or natural gasdelay rentals, as applicable, and shut-in effect as of payments due after (and expressly excluding those due before) the Effective Time;
(C) all ad valorem, less severance taxes, transportation fees property and other fees taxes that would be deducted by are allocated to Buyer pursuant to Section 7.5(d) herein below; and
(D) all amounts relating to obligations arising under the purchaser of such oil Contracts relating to the Properties with respect to operations or gas, such Inventory Hydrocarbons to be measured at production after the Effective Time by the operators of the Properties; and Time;
(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 Any other amount agreed upon by Sellers and the purchaser of such products; provided, however, Buyer.
(iii) If Buyer or Sellers discover 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 with respect 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 interestor Leases set forth on attached Exhibit “A-1”, 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 aggregate net revenue interest owned by all ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) Sellers is greater than 10% stated on Exhibit “A-1”, and the aggregate working interest owned by all Sellers associated with such Well or Lease does not increase by a percentage greater than the percentage increase in the net revenue interest, then the Purchase Price shall be adjusted upward by an amount that is the product of the Sale PriceAllocated Value attributed to such Properties, multiplied by a fraction, the numerator of which is the difference between the actual aggregate net revenue interest and the aggregate net revenue interest applicable thereto set forth on Exhibit “A-1”, and the denominator of which is the applicable aggregate net revenue interest set forth on Exhibit “A-1”; provided, however, there shall be no such upward adjustment made pursuant to this Section 7.5(a)(iii) until the aggregate total of all such adjustments exceeds One Hundred Thousand Dollars ($100,000), whereupon the Purchase Price shall be adjusted by the total amount of such adjustments.
Appears in 1 contract
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, The Base Purchase Price 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).for the following, without duplication:
b) the value of (i) all merchantable oil production expenses, operating expenses, operated and condensate non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid by Seller (excluding such expenses, charges or expenditures paid out of the proceeds of Hydrocarbons produced and saved from or and after the Effective Time) in connection with the ownership and operation of the Assets attributable to the Leases prior to periods from and after the Effective Time which has not been sold by Seller (including, without limitation, royalties and which is above the inlet flangeproduction, delivery line, severance or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of excise Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, such value and pre-paid charges);
(ii) all proceeds attributable to be based upon the existing contract price for crude oil or natural gassale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, as applicable, in effect as ownership and operation of the Assets prior to the Effective Time, less applicable production, severance taxesor excise Taxes, transportation fees royalties and other fees that would be deducted by similar burdens;
(iii) to the purchaser extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of such oil or gas, such Inventory Hydrocarbons to be measured at Seller as of the Effective Time by regarding the operators Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of the Properties; and Section 13.4;
(iiiv) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1;
(v) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5;
(vi) without duplication of Seller’s unsold inventory any other amounts set forth in this Section 3.3(a), the amount of gas plant productsall production, severance, excise or real or personal property or ad valorem Taxes, if any, attributable allocated to Buyer in accordance with this Agreement but paid or to be paid by Seller (excluding such Taxes paid by Seller out of the Properties as proceeds of Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller Hydrocarbons produced and the purchaser of such products; provided, however, that, in each of cases (i) saved from and (ii) above, if there is no such contract existing as of after 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.); and
c(vii) the amount of all production expenses, operating expenses and all any other expenditures attributable upward adjustments to the ownership or operation of the Properties after the Effective Time and paid by Seller prior to the Closing Date; provided, however, any ▇▇▇▇▇ Base Purchase Price specified 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceAgreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Upward Adjustments. a) A surplus in The Pe▇▇▇▇ ▇anch Cash Consideration with respect to the number of net mineral acres listed in Exhibit “A” results in an increase of Pe▇▇▇▇ ▇anch 3H Well Interests and 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 leaseNon-by-lease basis, Pe▇▇▇▇ ▇anch Cash Consideration with respect to all other Assets 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 each be adjusted (as applicable) upward by [*] (0.5 x [*] x 400nma).for the following, without duplication:
b) the value of (i) all merchantable oil production expenses, operating expenses, operated and condensate non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (excluding such expenses, charges or expenditures paid out of the proceeds of Hydrocarbons produced and saved from or and after the Effective Time) in connection with the ownership and operation of the Assets attributable to the Leases prior to periods from and after the Effective Time which has not been sold by Seller (including, without limitation, royalties and which is above the inlet flangeproduction, delivery line, severance or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of excise Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, such value and pre-paid charges);
(ii) all proceeds attributable to be based upon the existing contract price for crude oil or natural gassale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, as applicable, in effect as ownership and operation of the Assets prior to the Effective Time, less applicable production, severance taxesor excise Taxes, transportation fees royalties and other fees that would be deducted by similar burdens;
(iii) to the purchaser extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of such oil or gas, such Inventory Hydrocarbons to be measured at Seller as of the Effective Time by regarding the operators Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of the Properties; and Section 12.4;
(iiiv) all adjustments for oil in storage above the pipeline connection, as provided in Section 12.1;
(v) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 12.5;
(vi) without duplication of Seller’s unsold inventory any other amounts set forth in this Section 3.3(a), the amount of gas plant productsall production, severance, excise or real or personal property or ad valorem Taxes, if any, attributable allocated to Buyer in accordance with this Agreement but paid or to be paid by Seller (excluding such Taxes paid by Seller out of the Properties as proceeds of Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller Hydrocarbons produced and the purchaser of such products; provided, however, that, in each of cases (i) saved from and (ii) above, if there is no such contract existing as of after 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.); and
c(vii) the amount of all production expenses, operating expenses and all any other expenditures attributable upward adjustments to the ownership or operation Cash Portion of the Properties after the Effective Time and paid by Seller prior to the Closing Date; provided, however, any ▇▇▇▇▇ Purchase Price specified 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceAgreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
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, The Purchase Price 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).the following:
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 expensesdirect costs and expenditures chargeable to Seller's interest incurred and to be paid by or on behalf of Seller, operating provided that to the extent the actual costs and expenses and all other expenditures to be incurred are not known at the Closing Date, the adjustment will be made utilizing Seller's estimates (after approval by Buyer) based upon past months activities on the Assets:
(A) that are attributable to the ownership or drilling, completion, recompletion, reworking, operation and maintenance of the Properties Assets on and after the Effective Time Date through the Closing Date;
(B) bonuses, lease rentals and shut-in payments due after (and expressly excluding those due before) the Effective Date through the Closing Date;
(C) ad valorem, property and other Taxes that are allocated to the Buyer pursuant to Article 5 due after the Effective Date through the Closing Date; and
(D) amounts relating to obligations arising under the Contracts with respect to operations or production on and after the Effective Date through the Closing Date;
(ii) the value (based upon prevailing market prices) of the Hydrocarbon Inventory net of all Taxes and Burdens;
(iii) the amount of:
(A) all direct unrelated Third Person costs and expenditures chargeable to Seller's interest and paid by Seller that are attributable to the drilling, completion, recompletion, reworking, operation and maintenance of the Assets on and after the Effective Date and prior to the Closing Date; providedand
(B) amounts relating to obligations arising under the Contracts, however, any and ▇▇▇▇▇ in which the charges all with respect to operations and production paid by 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 taxes and assessments (but not including income taxes) which accrue that are attributable to the Properties Assets on and after the Effective Time Date and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date;
(iv) the value (based upon the prevailing market price on the Effective Date iffor such Hydrocarbons less all applicable deductions and Burdens) of the net positive Hydrocarbon balance, after taking into account any curative if any, in storage or remedial action accomplished after Buyer’s Notice in transit above the pipeline connection as of Alleged Defects the Effective Date and any agreements of Buyer and not previously sold by Seller that may be reached regarding curing is allocable to the Assets; the amount of such Hydrocarbon balance in storage or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% in transit as of the Sale PriceEffective Date will be based upon the statements delivered to Seller by Third Party transport contractors detailing the amount of such Hydrocarbons as of the Effective Date; and
(v) any other amount agreed upon by Seller and Buyer in writing prior to the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Markwest Hydrocarbon Inc)
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, The Base Purchase Price 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).for the following, without duplication:
b) the value of (i) all merchantable oil normal and condensate produced from customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid, or with respect to internal charges and expenditures, incurred, by Sellers in connection with the ownership and operation of the Assets attributable to the Leases periods from and after the Effective Time (including, without limitation, royalties and Taxes (other than any income, franchise or margin Taxes of Sellers) attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges);
(ii) all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time;
(iii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2;
(iv) to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Sellers as of the Effective Time which has not been sold by Seller and which is regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of Section 13.4;
(v) all adjustments for marketable oil in storage above the inlet flangepipeline connection or in tanks, delivery line, or fill line as provided in any storage facility or tank Section 13.1;
(“Inventory Hydrocarbons”vi) existing adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5;
(vii) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time, such value to be based upon the existing contract price ;
(viii) adjustments for crude oil or natural gas, as applicable, certain Taxes described in effect as of the Effective Time, less severance taxes, transportation fees and Section 12.3; and
(ix) any 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 upward adjustments to the Properties as of Effective Time valued Base Purchase Price specified 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 productsthis Agreement.
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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Three Rivers Operating Co Inc.)
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, The Purchase Price 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).the following, without duplication:
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 The amount of all production expenses, operating expenses and all other expenditures Property Expenses attributable to the ownership or operation of the Properties Assets from and after the Effective Time and paid by Seller prior to Closing.
(ii) To the Closing Dateextent not otherwise accounted for hereunder, the amount equal to all proceeds (net of applicable Taxes and royalties, overriding royalties and other burdens on Seller’s share of production not otherwise accounted for hereunder) received and retained by Buyer from the sale of Hydrocarbons produced from and attributable to the Assets prior to the Effective Time;
(iii) The amount equal to the value of Seller’s share of all crude oil in storage tanks, measured at the fill line at the bottom of the tank metering outlet, on the day immediately preceding the Effective Time, to be calculated as the product of (i) the volume of crude oil in each storage tank (attributable to the Seller’s net revenue interest) as of the Effective Time as shown by the gauge report at the Effective Time (provided that the gauge report shall be adjusted for a mutually agreed upon amount of basic sediments and water and provided further that if no gauge report exists, such volumes shall be determined by reference to reasonable interpolative procedures, including reference to applicable run tickets), multiplied by (ii) the last purchase price as of the Effective Time for the Well from which the crude oil in such tank was produced, less applicable Taxes and other adjustments for other matters that were made or would have been made by the purchasers of such production consistent with past practices; provided, however, any ▇▇▇▇▇ in which that the Seller owns 100% of the working interest, the operating expenses will adjustment contemplated by this subsection (iii) shall 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 taxes and assessments (but not including income taxes) which accrue made only to the Properties after extent that Seller does not receive and retain the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained proceeds, or portion thereof, attributable to crude oil in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment storage tanks that was produced from or credited to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days Assets prior to the Effective Time; and
(iv) With respect to net Imbalances, if the Assets are, as of the Effective Time, in the aggregate, underproduced, the Purchase Price shall be adjusted upward by the volume of such net underproduction, multiplied by the relevant commodity price in effect for the applicable Hydrocarbon on the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and under the applicable commodity sales contract under which Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% selling such production as of the Sale PriceClosing Date.
Appears in 1 contract
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 The Purchase Price will be adjusted upward increased by [*] the following (0.5 x [*] x 400nmawithout duplication) (“Upward Adjustments”):
(a) the amount of all Property Expenses and other costs (including royalties, minimum royalties, rentals, lease maintenance, prepaid charges, third Person overhead expenses, but excluding overhead expenses associated with Seller operated Property, which is covered under Section 2.2.2(b)., and similar charges and expenses and capital costs billed under applicable operating agreements) to the extent they are attributable to the Property for periods on and after the Effective Time;
(b) a monthly overhead amount (for the value period from the Effective Time through the Closing Date) equal to $850,000 per month, prorated for any partial months;
(c) Seller’s share of (i) all merchantable oil and condensate any proceeds from the sale of Hydrocarbons produced from or attributable to the Leases prior Property and other income from the Property received by Buyer, 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 extent they are attributable to the ownership or operation of the Properties after Property before the Effective Time Time, and the value of the Stock Tank Oil and the Pipeline Inventory;
(d) an amount equal to all taxes allocated to Buyer in accordance with ARTICLE 9 of this Agreement that are paid, payable, or otherwise economically borne by Seller;
(e) an amount equal to the absolute value of the aggregate underproduced or overdelivered volumes of Pipeline Imbalances or Production Imbalances (collectively, the “Imbalances”) (with Seller’s good faith estimate of which as of the Execution Date is set forth on Schedule 2.2.2(e)), if any, multiplied by $2.25/MMbtu for gas imbalances and $66.50/bbl for oil imbalances; provided that Seller may provide Buyer an updated Schedule 2.2.2(e) with the Final Settlement Statement reflecting Seller’s good faith estimate as of the date of delivery of the Final Settlement Statement of the Imbalances;
(f) the aggregate amount 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. AFEs identified on Schedule 2.2.2(f) and the AFEs approved after the Execution Date pursuant to Section 10.1;
(g) an amount equal to the value of all Title Benefits in accordance with Section 5.6.3(f) below;
(h) an amount equal to the net amount of Suspense Funds that Seller or transfers to Buyer shall have in accordance with Section 12.2, if the right to terminate net amount is receivable; and
(i) any other increases in the Purchase Price specified in this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after otherwise agreed upon in writing between Seller and Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.
Appears in 1 contract
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 The Purchase Price will be adjusted upward increased by [*] the following, without duplication (0.5 x [*] x 400nma“Upward Adjustments”)., to the extent occurring prior to the Final Settlement Date:
b(a) Seller or its Affiliates’ share proportionately attributable to the value Conveyed Interests of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures (subject to the exclusions in Sections 2.2.2(a)(ii) and 2.2.2(e), “Property Costs”), in each case, to the extent paid by Seller or its Affiliates in connection with the ownership or operation of the Conveyed Interests (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Conveyed Interests for periods on and after the Effective Time; provided, however, that (i) for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Conveyed Interests for which no operating agreement is in place, the upward adjustment shall be Seller or its Affiliates’ share proportionately attributable to the Conveyed Interests of all merchantable oil attributable production, maintenance and condensate operating costs and expenses, overhead charges (if any) and capital expenditures paid or incurred by Seller or its Affiliates and (ii) notwithstanding anything in this Agreement to the contrary, there shall be no Upward Adjustment under this Section 2.2.2
(a) with respect to any costs or expenses incurred or paid by Seller or its Affiliates (A) in violation of Seller’s covenants in Section 10.1 or (B) with respect to Seller’s attempts to remediate or cure any Adverse Environmental Condition or Title Defect;
(b) for Conveyed Interests operated by Seller, a monthly overhead charge attributable to the Conveyed Interests based on the applicable rate set forth in the relevant operating agreement, if any, or, if no operating agreement is in place, a rate equal to $226.40 per day per Well that has been spudded and on which a drilling rig or completion crew is on location but the Well is not yet completed and placed on production and $24.80 per day per Well that has been completed and placed on production, in each case, to the extent attributable to the Conveyed Interests for periods on and after the Effective Time;
(c) Seller or its Affiliates’ share proportionately attributable to the Conveyed Interests of any proceeds from the sale of Hydrocarbons produced from or attributable to the Leases prior Conveyed Interests and other income from the Conveyed Interests received by Buyer, 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 extent they are attributable to the ownership or operation of the Properties after Conveyed Interests before the Effective Time Time, and paid by Seller prior to the value of the Stock Tank Oil and the Pipeline Inventory on the Closing Date;
(d) any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at Closing; and
(e) provided, however, that Sections 2.2.2(a), 2.2.2(b), 2.2.2(c), and 2.2.2(d) above shall exclude, without limitation, any ▇▇▇▇▇ liabilities, losses, costs, and expenses attributable to: (i) claims, investigations, administrative proceedings, arbitration or litigation directly or indirectly arising out of or resulting from actual or claimed personal injury, illness or death; property damage; breach of contract (other than claims for payments owing under such contract in which the Seller owns 100% ordinary course of the working interestbusiness), the operating expenses will be calculated on a Council improper calculation, reporting or payment of Petroleum Accountants Society royalties, rights of action given under any statute or regulation, or violation of any law, (“ii) obligations to plug ▇▇▇▇▇”, dismantle facilities, close pits and restore the surface around such ▇▇▇▇▇, facilities and pits, (iii) basis which is mutually agreed between the Parties
dclaims, investigations, administrative proceedings, arbitration or litigation directly or indirectly arising out of or resulting from actual or claimed contamination of groundwater, surface water, soil or Equipment, and obligations to remediate such contamination, (iv) the amount of all ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes) which accrue obligations to balance or furnish make-up Hydrocarbons according to the Properties after the Effective Time terms of applicable Hydrocarbon sales, gathering, processing, storage, transportation or similar contracts, (v) gas balancing and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s)other production balancing obligations, all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes(vi) obligations to pay revenues, and Buyer shall have no right royalties or other amounts payable to seek an adjustment Third Parties with respect to the Sale PriceConveyed Interests but held in suspense, make a claim against Seller (vi) casualty and condemnation losses and (vii) any Claims for indemnification, contribution or seek indemnification reimbursement from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceThird Party.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Carrizo Oil & Gas Inc)
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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer ▇▇▇▇▇ asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer▇▇▇▇▇’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Upward Adjustments. a) A surplus in the number of net mineral acres listed in Exhibit “A” results in an increase The Cash Portion of the Allocated Value [*] per net mineral acre as provided in Paragraph 5. A surplus in Purchase Price, and therefore the net revenue interest listed in Exhibit “A,” on a lease-by-lease basisPurchase Price, each 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 [*] the following:
1. An amount equal to all proceeds, receivables and other assets (0.5 x [*] x 400nma).net of royalty and Taxes not otherwise accounted for hereunder) received and retained by Buyer from the sale of all Hydrocarbons produced from, credited to or arising from the Assets prior to the Effective Time;
b) 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 load line and gas through the meters on the pipeline at the Effective Time to be calculated as follows: The value shall be the product of (i) all merchantable oil and condensate produced from or the volume in each storage tank (attributable to the Leases prior to Seller’s interest) as of the Effective Time which has not been sold as shown by Seller and which is above the inlet flange, delivery line, actual gauging reports or fill line in any storage facility or tank gas through the meters on the pipeline (“Inventory Hydrocarbons”attributable to Seller’s interest) 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 multiplied 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 the EDQ price posted by Plains Marketing LP for March 2008 production together with any bonus provided for under 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 productswith Plains Marketing LP; provided, however, that, in each of cases (i) and (ii) above, if there is no such contract existing as of that the Effective Time, such Inventory Hydrocarbons and/or gas plant products adjustment contemplated by this subsection shall be valued in made only to the same manner as if Inventory Hydrocarbons and/or gas plant products had been sold at extent that Seller does not receive and retain the posted price in the field for said Inventory Hydrocarbons and/or gas plant products.
c) the amount of all production expensesproceeds, operating expenses and all other expenditures or portion thereof, attributable to the ownership or operation of the Properties after the pre-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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained merchantable oil in the Assignment(s), all title objections not raised storage tanks above the load line or gas through the meters on the pipeline; and
5. Any other amount agreed to by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceSeller.
Appears in 1 contract
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, The Base Purchase Price 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).for the following, without duplication:
b) the value of (i) all merchantable oil normal and condensate produced from customary production expenses, operating expenses, operated and non-operated overhead charges (excluding any corporate overhead costs beyond what is permitted by the applicable Operating Agreements) and approved capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets attributable to the Leases periods from and after the Effective Time (including, without limitation, royalties and Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, and approved pre-paid charges), excluding, however, any costs incurred or paid to cure any Title Defects, Environmental Defects, or Casualty Defects, and excluding Seller’s Taxes based upon income, profits or capital gains, and excluding lease bonuses and other costs of acquisition of Leases, broker’s fees, and other lease acquisition costs (said exclusion does not apply to lease extension costs);
(ii) all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time which has not been sold by Seller and which is above the inlet flange, delivery line(excluding any payments received by, or fill line recoupments taken by, Buyer from and after Closing relative to the Project Payout;
(iii) all adjustments for oil in any storage facility inventory or tank gas beyond the meters, as provided in Section 13.1;
(“Inventory Hydrocarbons”iv) existing to the extent the Imbalances reflect an under-balanced (or under-produced or under-received balance) position of Seller as of the Effective TimeClosing regarding the Assets, all adjustments regarding such value to be based upon the existing contract price for crude oil or natural gas, as applicableunder-balanced Imbalances, in effect accordance with the provisions of Sections 13.4;
(v) adjustments for over-delivered pipeline imbalances as of the Effective Time, less severance taxes, transportation fees and provided in Section 13.5; and
(vi) any 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 upward adjustments to the Properties as of Effective Time valued Base Purchase Price specified 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 productsthis Agreement.
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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale Price.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Halcon Resources Corp)
Upward Adjustments. a) A surplus in The ▇▇▇▇▇▇ Ranch Cash Consideration with respect to the number of net mineral acres listed in Exhibit “A” results in an increase of ▇▇▇▇▇▇ Ranch 3H Well Interests and 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, Non-▇▇▇▇▇▇ Ranch Cash Consideration with respect to all other Assets 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 each be adjusted (as applicable) upward by [*] (0.5 x [*] x 400nma).for the following, without duplication:
b) the value of (i) all merchantable oil production expenses, operating expenses, operated and condensate non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements, and production, severance or excise Taxes, paid or incurred by Seller (excluding such expenses, charges or expenditures paid out of the proceeds of Hydrocarbons produced and saved from or and after the Effective Time) in connection with the ownership and operation of the Assets attributable to the Leases prior to periods from and after the Effective Time which has not been sold by Seller (including, without limitation, royalties and which is above the inlet flangeproduction, delivery line, severance or fill line in any storage facility or tank (“Inventory Hydrocarbons”) existing as of excise Taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, such value and pre-paid charges);
(ii) all proceeds attributable to be based upon the existing contract price for crude oil or natural gassale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, as applicable, in effect as ownership and operation of the Assets prior to the Effective Time, less applicable production, severance taxesor excise Taxes, transportation fees royalties and other fees that would be deducted by similar burdens;
(iii) to the purchaser extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of such oil or gas, such Inventory Hydrocarbons to be measured at Seller as of the Effective Time by regarding the operators Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of the Properties; and Section 12.4;
(iiiv) all adjustments for oil in storage above the pipeline connection, as provided in Section 12.1;
(v) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 12.5;
(vi) without duplication of Seller’s unsold inventory any other amounts set forth in this Section 3.3(a), the amount of gas plant productsall production, severance, excise or real or personal property or ad valorem Taxes, if any, attributable allocated to Buyer in accordance with this Agreement but paid or to be paid by Seller (excluding such Taxes paid by Seller out of the Properties as proceeds of Effective Time valued in the same manner as if such products had been sold under the contract then in existence between Seller Hydrocarbons produced and the purchaser of such products; provided, however, that, in each of cases (i) saved from and (ii) above, if there is no such contract existing as of after 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.); and
c(vii) the amount of all production expenses, operating expenses and all any other expenditures attributable upward adjustments to the ownership or operation Cash Portion of the Properties after the Effective Time and paid by Seller prior to the Closing Date; provided, however, any ▇▇▇▇▇ Purchase Price specified 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceAgreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement
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 The Cash Consideration will be adjusted upward by, without duplication:
(1) an amount equal to all proceeds received and retained by [*] (0.5 x [*] x 400nma).
b) Buyer or any of its Affiliates from the value production, transportation, gathering, processing, treating, or sale of (i) all merchantable oil and condensate Hydrocarbons produced from or attributable or credited to the Leases Assets prior to the Effective Time which has not been sold by Seller and which is above the inlet flangeTime, delivery lineexcluding Inventory, less any costs, Burdens, Taxes, transportation, quality, or fill line in any storage facility or tank other deductions, differentials and postproduction costs and expenses;
(“2) an amount equal to the value of all Inventory Hydrocarbons”) existing as of the Effective Time, or, if such value Inventory has not been sold, an amount equal to be based upon (i) the existing contract price for crude volume of Inventory (with respect to (x) oil or (y) natural gasgas if such natural gas is measured on an Mcf basis) or heating content (with respect to natural gas if such natural gas is measured on an MMBtu basis) multiplied by (ii) the average sales price received by Seller or its Affiliates for the sale of like volumes or heating content for the month of February 2021 (net of any deductions or Taxes);
(3) an amount equal to all Property Expenses attributable to periods from and after the Effective Time that are paid or borne by Seller or any of its Affiliates;
(4) to the extent not covered in the preceding paragraph, as applicablean amount equal to the prepaid Property Expenses (other than any Income Taxes, in effect Asset Taxes, and Transfer Taxes imposed on any transfer of the Assets under this Agreement) attributable to the Assets from and after the Effective Time that were paid or borne by or on behalf of Seller or its Affiliates and that have not been incurred as of the Effective Time, less severance taxesincluding lease rentals, transportation fees prepaid compressor and other fees that would be deducted rental charges, prepaid rights of way and license fees, and prepaid utility charges;
(5) all expenses, including capital expenditures, incurred and paid by or on behalf of Seller in connection with the purchaser of such oil Capital Projects or gas, such Inventory Hydrocarbons to be measured at AFEs described on Schedule 6.14 incurred or paid after the Effective Time Time;
(6) the amount set forth on Schedule 2.3(d)(6);
(7) an amount equal to all Asset Taxes allocable to Buyer in accordance with Section 9.1 or Section 9.2 that are paid or borne by Seller or any of its Affiliates;
(8) an amount equal to the operators upward adjustment contemplated by Section 2.3(f) as a result of the Properties; and (ii) all of Seller’s unsold inventory of gas plant productsany Imbalance Volumes, if any, attributable ;
(9) an amount equal 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) aboveTitle Benefit Amount, if there is no such contract existing any; and
(10) any other amount provided for in this Agreement or as of the Effective Time, such Inventory Hydrocarbons and/or gas plant products shall may be valued agreed to 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 taxes and assessments (but not including income taxes) which accrue to the Properties after the Effective Time and are paid by Seller. Except for claims Buyer asserts under a Seller’s special warranty of title contained in the Assignment(s), all title objections not raised writing by Buyer within the time period provided in Paragraph 10 shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to the Sale Price, make a claim against Seller or seek indemnification from Seller associated with the same. Seller or Buyer shall have the right to terminate this Agreement on or after one (1) Business Days prior to the Closing Date if, after taking into account any curative or remedial action accomplished after Buyer’s Notice of Alleged Defects and any agreements of Buyer and Seller that may be reached regarding curing or remediating Alleged Defects post-Closing, the values reflected by the remaining Alleged Defect(s) is greater than 10% of the Sale PriceSeller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Earthstone Energy Inc)