Common use of Upward Adjustments Clause in Contracts

Upward Adjustments. The Purchase Price will be increased by the following (“Upward Adjustments”): (a) Seller’s share of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for periods on and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bbl; and (e) 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.

Upward Adjustments. The Base Purchase Price will shall be increased by adjusted upward for the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share of all actual production, maintenance normal and operating costs and customary production expenses, operating expenses, operated and non-operated overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or and operation of the Property in Assets, including, but not limited to, lease option or extension payments, attributable to the ordinary course periods from and after the Effective Time (including, without limitation, royalties, minimum royalties, rentals, royalties and prepaid charges), to the extent they are Taxes (other than income taxes) attributable to the Property for periods on Hydrocarbons produced and saved from and after the Effective Time; , and pre-paid charges), provided, however, that Seller shall be responsible and shall not obtain any Base Purchase Price adjustment pursuant to this Agreement for lease option or extension payments made prior to the period Execution Date in regard to Leases expiring on or before January 31, 2014; (ii) all proceeds attributable to the sale of time between 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) the amount Seller is under-produced as of the Effective Time and the Closing Datemultiplied by $4.25 per MMBtu (or, with respect to those portions of the Property for which no operating agreement is in placeoil imbalances, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) 100.00 per Well per month; providedbarrel), however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyeror, to the extent they are attributable that the applicable Contracts provide for cash balancing, the actual cash balance amount determined to the ownership or operation be due to Seller as of the Property before the Effective Time, and ; (iiv) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined the Hydrocarbons in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) tanks above the pipeline sales connection or within processing plants at the Effective Time credited to the extent that Seller’s interest Assets, such value to be the market or, if applicable, the contract price in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons effect as of the Effective Time, less any applicable Production Taxes and royalties; (vi) 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 sum of: Assets as of the Effective Time; (iviii) with respect Taxes (other than income taxes) attributable to gaseous Hydrocarbons, an amount equal ownership on or after the Effective Time that are paid or to the product of (A) the underproduced volumes, multiplied be paid by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per BblSeller; and (eix) any other increases in upward adjustments to the Base Purchase Price specified in this Agreement or otherwise agreed upon in writing between Seller and Buyer prior to or at Closingby the Parties.

Upward Adjustments. The Base Purchase Price will shall be increased by adjusted upward for the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures Operating Expenses attributable to the Assets that are paid or incurred advanced by Seller in connection with prior to the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges)Closing, to the extent they are attributable to the Property for periods on from and after the Effective Time; provided, however, that for the period of time between and Production Taxes paid by Seller attributable to Hydrocarbons produced and saved after the Effective Time and the Closing Date, with respect to those portions (excluding Production Taxes paid out of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount proceeds of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunderHydrocarbons); (bii) all proceeds attributable to the amount sale of Hydrocarbons from the Assets and all Asset Taxes prorated other income received by Buyer attributable to Buyer in accordance with Section 9.2.1 but production, ownership and operation of the Assets prior to the Effective Time, less applicable Production Taxes, royalties and similar burdens paid or payable by Seller Buyer (excluding, for excluding Production Taxes paid out of the avoidance proceeds of doubt, any Asset Taxes that were withheld or deducted from Hydrocarbons produced prior to the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transactionEffective Time); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (diii) to the extent that Seller’s interest in any the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the ▇▇▇▇▇ is underproduced Effective Time regarding the Assets, all adjustments regarding such underbalanced Assumed Imbalances in accordance with respect the provisions of Section 12.4; (iv) to any Hydrocarbons the extent proceeds thereof are not received by Seller as of the Closing, all adjustments for oil in storage above the pipeline connection or gas beyond the meters as of the Effective Time, as provided in Section 12.1; (v) adjustments for over-delivered Pipeline Imbalances as of the sum of: Effective Time (ivolumes owed to Seller) as provided in Section 12.5; (vi) without duplication of any other amounts set forth in this Section 3.2(a), the amount of all Production Taxes and Property Taxes, if any, allocated to Buyer in accordance with respect this Agreement but paid or to gaseous Hydrocarbons, an amount equal to be paid by Seller (excluding such Production Taxes paid out of the product proceeds of (A) Hydrocarbons produced and saved from and after the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per BblEffective Time); and (evii) any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between Seller amount set forth on Schedule 3.2(a)(vii), which amount represents the out-of-pocket costs and Buyer prior expenses attributable to or at Closingthe ownership and operation of the Assets that were both (A) made before the Effective Time but benefit the Assets after the Effective Time and (B) approved by Buyer.

Upward Adjustments. The Base Purchase Price will shall be increased by adjusted upward for the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share of all actual production, maintenance normal and operating costs and customary production expenses, operating expenses, operated and non-operated overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller (based on the date of actual service) in connection with the ownership or and operation of the Property in Assets attributable to the ordinary course periods from and after the Effective Time (including, without limitation, royalties, minimum royalties, rentals, royalties and prepaid charges), to the extent they are Taxes (other than income taxes) attributable to the Property for periods on Hydrocarbons produced and saved from and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transactionpre-paid charges); (iii) Seller’s share of any all proceeds from attributable to the sale of Hydrocarbons produced from or the Assets and all other income and benefits received by Buyer attributable to the Property production, ownership and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before Assets prior to the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (diii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) to the extent that Seller’s interest in any the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the ▇▇▇▇▇ is underproduced Effective Time regarding the Assets, all adjustments regarding such under balanced Assumed Imbalances in accordance with respect the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) adjustments for over-delivered Pipeline Imbalances (volumes owed to any Hydrocarbons 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, ; (viii) Taxes (other than income taxes) attributable to ownership on or after the sum of: (i) with respect Effective Time that are paid or to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied be paid by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per BblSeller; and (eix) any other increases in upward adjustments to the Base Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at ClosingAgreement.

Upward Adjustments. The In addition to Section 3.3(a) above, the Base Purchase Price will shall be increased by adjusted upward for the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share of all actual production, maintenance and operating costs and production expenses, operating expenses, operated and non-operated overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller Sellers in connection with the ownership or and operation of the Property in Assets, including, but not limited to, lease option or extension payments, attributable to the ordinary course 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 pre-paid charges) (the fixed overhead charges currently charged to the joint on the ▇▇▇▇▇ by WEC as operator shall continue to be so charged by WEC to the joint account for the adjustment period; in this respect WEC shall be entitled to receive the fixed overhead charges for the adjustment period, proportionally reduced for any period less than a full calendar month); (ii) all proceeds attributable to the sale of Hydrocarbons from the Assets received by Buyer, and all other income and benefits received by Buyer, attributable to production, ownership and operation of the Assets prior to the Effective Time (net of royalties, minimum royaltiesoverriding royalties and other burdens attributable to the Sale Interests’ share of production not otherwise accounted for hereunder); (iii) all positive adjustments, rentalsif any, and prepaid charges)regarding Additional Interests, as provided in Section 7.2; (iv) to the extent they are attributable the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of the Sellers as of the Effective Time, all adjustments regarding such underbalanced Assumed Imbalances in accordance with the provisions of Section 13.5; (v) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) adjustments for over-delivered Pipeline Imbalances (volumes owed to Sellers) as provided in Section 13.6; (vii) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Property Assets as of the Effective Time; (viii) all fees charged to third parties but for periods which payment has not been collected by Sellers for services provided on or related to any Key Facility from and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bbl; and (eix) any other increases in upward adjustments to the Base Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at ClosingAgreement.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward by the following (“Upward Adjustments”):amounts: (ai) Seller’s share An amount equal to the aggregate amount of all Taxes, actual production, maintenance expenses and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property Company that are in accordance with generally accepted accounting principles consistently applied in the ordinary course oil and gas industry (including, without limitation, royalties, minimum royalties, rentals, “GAAP”) which are paid by the Company and prepaid charges), to the extent they are attributable to the Property for periods on period of time from and after the Effective Time; providedDate, howeverincluding (A) all operating expenditures and prepaid expenses of the Company attributable to the Properties permitted under this Agreement (inclusive of Seller’s overhead or administrative expenses attributable or allocable to the Properties including royalty disbursements, that for rentals and other similar charges, excise, severance and production Tax payments and any other Tax payments based upon or measured by the period production of time between Hydrocarbons or the receipt of proceeds therefrom), and (B) operating expenses paid by Seller to any third party under applicable joint operating agreements or other contracts or agreements included in or bearing upon the Properties, in each case, as permitted under this Agreement, or in the absence of any joint operating agreements, those operating expenses customarily billed under any such agreement as permitted under this Agreement; (ii) An amount equal to the market value of all Hydrocarbons in storage (as reflected in the records of Seller or, at Buyer’s option, as gauged by Buyer at Buyer’s expense) above the pipeline connection on the Effective Time Date that are produced from, attributable to, or otherwise credited to the Properties as shown by actual gauging reports that are credited to the Properties (it being understood that such value shall be based on the price at which such Hydrocarbons were sold after the Effective Date (on a first-in, first-out basis), less applicable Taxes and the Closing Date, with respect royalty payments); (iii) An amount equal to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead all decreases in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall the L/C attributable to operations of the Company prior to the Closing Date for which the Company has not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) received the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation release of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per BblL/C Collateral attributable thereto; and (eiv) any Any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed in writing between upon by Seller and Buyer prior to or at Closingin writing.

Upward Adjustments. The Base Purchase Price will shall be increased by adjusted upward for the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share of all actual production, maintenance and operating costs and production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures, and, in addition, all other costs under applicable operating agreements agreements, and capital expenditures production, severance or excise Taxes, paid or to be paid or incurred by Seller (excluding such expenses, charges or expenditures paid out of the proceeds of Hydrocarbons produced and saved from and after the Effective Time) in connection with the ownership or and operation of the Property in Assets attributable to the ordinary course periods from and after the Effective Time (including, without limitation, royaltiesroyalties and production, minimum royalties, rentals, and prepaid charges), to the extent they are severance or excise Taxes attributable to the Property for periods on Hydrocarbons produced and saved from and after the Effective Time; provided, howeverand 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, that for ownership and operation of the period Assets prior to the Effective Time, less applicable production, severance or excise Taxes, royalties and similar burdens; (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 time between Seller as of the Effective Time and regarding the Closing DateAssets, all adjustments regarding such under balanced Assumed Imbalances in accordance with respect to those portions the provisions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder13.4; (bv) all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; (vi) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in (vii) without duplication of any other amounts set forth in this Section 3.3(a), the amount of all Asset Taxes prorated production, severance, excise or real or personal property or ad valorem Taxes, if any, allocated to Buyer in accordance with Section 9.2.1 this Agreement but paid or payable to be paid by Seller (excluding, for excluding such Taxes paid by Seller out of the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced and saved from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before after the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bbl); and (eviii) any other increases in upward adjustments to the Base Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at ClosingAgreement.

Upward Adjustments. The Purchase Price will shall be increased adjusted upward, without duplication, by the following (“Upward Adjustments”):following: (ai) Seller’s share an amount equal to the proceeds derived from the sale of Hydrocarbons attributable to the Properties (net of royalties and overriding royalties payable to third parties to the extent Buyer assumes and agrees to pay the same) actually received by Buyer and attributable to the Properties which are, in accordance with GAAP, attributable to Seller with respect to periods prior to the Effective Time; (ii) an amount equal to the value of all actual productionHydrocarbons in storage above any pipeline connection owned by Seller at the Effective Time and not previously sold by Seller that is attributable to the Properties, maintenance such value to be the contract price (or if there is no applicable contract price, the market price) in effect as of the Effective Time less Taxes or gravity adjustments, transportation and operating marketing costs that are deducted by the purchaser of such Hydrocarbons (net of all royalties and expensesoverriding royalties payable to third parties to the extent Buyer assumes and agrees to pay the same); (iii) the amount of all expenditures (including, overhead charges under applicable operating agreements without limitation, royalties, rentals and capital expenditures other charges, Taxes and Operating Costs (but if applicable, only to the extent permitted to have been incurred pursuant to Section 8.1(a)(ii))) paid directly by or incurred by on behalf of Seller in connection with the ownership or operation of the Property Properties attributable, in accordance with GAAP, to periods from and after the ordinary course Effective Time; (iv) an amount equal to all prepaid expenses attributable, in accordance with GAAP, to the Properties for the period from and after the Effective Time that are paid by or on behalf of Seller, including, without limitation, royaltiesprepaid utility charges, minimum royaltiesprepayments under leases, rentalseasements and rights-of-way, prepaid insurance premiums and prepaid Taxes; delay rentals and payments under rights-of-way and easements shall be allocated per day over the period by which the applicable lease, right-of-way or easement is extended thereby, and prepaid charges), to the extent they are amounts attributable to the Property for periods on period from and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect shall be deemed to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunderbe prepaid expenses; (bv) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of adjustment, if any, for aggregate Approved Expenditures pursuant to Section 8.1(a)(ii); (Avi) the underproduced volumesamount, multiplied by if any, of Interest Addition Adjustments; (Bvii) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbonsinterest on the Purchase Price at the Prime Rate accruing from but excluding May 31, an amount equal 2007 to the product Closing Date if the Closing shall not have occurred on or before May 31, 2007 as a result of (A) the underproduced volumes multiplied by (B) $46.54 per Bblfailure to be satisfied of the condition precedent to Seller’s obligations set forth in Section 10.1(a); and (eviii) any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed upon in writing between by Seller and Buyer prior to or at ClosingBuyer.

Upward Adjustments. The Cedar State Purchase Price will shall be increased adjusted upward by the following (“Upward Adjustments”):following: (a1) Seller’s share the value of all actual oil and natural gas liquids in storage above the pipeline connection owned by Saga Petroleum at the Cedar State Effective Time, and not previously sold by Saga Petroleum, that is attributable to the Cedar State Well, such value to be the market or contract price in effect as of the Cedar State Effective Time less taxes or gravity adjustments, transportation and marketing costs that are deducted by the purchaser of such oil or liquids (net of all royalties and overriding royalties payable to third parties that Buyer assumes and agrees to pay); (2) the amount of all expenditures (including without limitation capital expenditures, royalties, rentals and other charges, "Taxes" (which shall mean all ad valorem, property, production, maintenance excise, severance and other taxes based upon or measured by the ownership of property or the production of Hydrocarbons or the receipt of proceeds therefrom other than income taxes), expenses of the sort customarily billed under operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures agreements) paid by or incurred by Seller on behalf of Saga Petroleum in connection with the ownership or operation of the Property in Cedar State Well from the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), Cedar State Effective Time to the extent they Cedar State Closing Date; and (3) an amount equal to all prepaid expenses attributable to the Cedar State Well that are paid by or on behalf of Saga Petroleum prior to the Cedar State Closing Date and that are attributable to the Property for periods on and period after the Cedar State Effective Time, including without limitation prepaid utility charges, prepayments under rights-of-way, prepaid insurance premiums and prepaid Taxes; provided, however, that for delay rentals shall be allocated per day over the period of time between by which the Effective Time applicable lease is extended thereby and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from period after the Property received by Buyer, Cedar State Effective Time shall be deemed to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bbl; and (e) any other increases in the Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at Closingbe prepaid expenses.

Upward Adjustments. The Purchase Price Cash Consideration will be increased by the following (“Upward Adjustments”):adjusted upward by, without duplication: (a1) Seller’s share an amount equal to all proceeds received and retained by Buyer or any of all actual its Affiliates from the production, maintenance and operating costs and expensestransportation, overhead charges under applicable operating agreements and capital expenditures paid gathering, processing, treating, or incurred by Seller in connection with the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for periods on and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable or credited to the Property and other income from the Property received by Buyer, Assets prior to the extent they are attributable to the ownership or operation of the Property before the Effective Time, excluding Inventory, less any costs, Burdens, Taxes, transportation, quality, or other deductions, differentials and postproduction costs and expenses; (ii2) an amount equal to the value of any merchantable Stock Tank Oil and Pipeline all Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons as of the Effective Time, the sum of: or, if such Inventory has not been sold, an amount equal to (i) the volume of Inventory (with respect to gaseous Hydrocarbons(x) oil or (y) natural gas 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, an amount equal to the product prepaid Property Expenses (other than any Income Taxes, 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, including lease rentals, prepaid compressor and other rental charges, prepaid rights of way and license fees, and prepaid utility charges; (A5) all expenses, including capital expenditures, incurred and paid by or on behalf of Seller in connection with the underproduced volumes, multiplied Capital Projects or AFEs described on Schedule 6.14 incurred or paid after the Effective Time; (6) 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; (B7) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product upward adjustment contemplated by Section 2.3(f) as a result of any Imbalance Volumes, if any; (A) 8) an amount equal to the underproduced volumes multiplied by (B) $46.54 per BblTitle Benefit Amount, if any; and (e9) any other increases in the Purchase Price specified amount provided for in this Agreement or otherwise as may be agreed to in writing between Seller by Buyer and Buyer prior to or at ClosingSeller.

Upward Adjustments. The Purchase Price will Holdback Amount shall be increased by the following adjusted upward (“Upward Adjustments”): (awithout duplication) Seller’s share of all actual production, maintenance and operating costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid or incurred by Seller in connection with the ownership or operation of the Property in the ordinary course (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges), to the extent they are attributable to the Property for periods on and after the Effective Time; provided, however, that for the period of time between the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction);by: (i) Seller’s share An amount equal to the market value as of any the Effective Time of merchantable Hydrocarbons produced from or attributable to the Mineral Assets stored in tanks or existing in pipelines or plants and upstream of the sales meter as of the Effective Time (the “Inventory Hydrocarbons”) to the extent that the proceeds thereof have not previously been distributed to Seller as provided in Section 2.02; (ii) An amount equal to the proceeds actually received by Asset Companies from the sale of Hydrocarbons produced from or attributable to the Property Mineral Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of Burdens and other income from severance taxes paid by Asset Companies to third parties with respect thereto (without duplication of any amounts included in the Property received by Buyer, downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i) to the extent they that the proceeds thereof have not previously been distributed to Seller as Excluded Assets under Section 2.02; (iii) An amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Mineral Assets prior the Effective Time (other than Inventory Hydrocarbons) net of Burdens and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 4.01(b)(i)); (iv) Without duplication of any adjustment pursuant to Section 4.01(b)(ii), an amount equal to all Property Costs actually paid by Asset Companies, in compliance with this Agreement, that are consistently applied in accordance with GAAP, attributable to the ownership or operation of the Property before Mineral Assets on or after the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (dv) to the extent that Seller’s interest in The amount of any of the ▇▇▇▇▇ is underproduced adjustments with respect to any Hydrocarbons as Title Benefits pursuant to ARTICLE 6; (vi) The Other Assets Salvage Value, in consideration of Seller’s transfer of the Effective Time, the sum of: (i) with respect Other Assets to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per BblForestar Minerals under Section 13.06; and (evii) any Any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed upon in writing between by Seller and Buyer prior to or at ClosingBuyer.

Upward Adjustments. The Unadjusted Purchase Price will shall be increased adjusted upward by the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share An amount equal to the aggregate amount of capital contributions, made in accordance with the LLC Agreement and Contribution Agreement, made by Seller or any of its Affiliates (other than the Acquired Companies) to the Company or any Subsidiary attributable to periods from and after the Effective Time and on or prior to Closing; (ii) An amount equal to the total estimated amount to be paid to Seller by the Acquired Companies under the Seller Management Services Agreements for services performed from the Effective Time through the Closing Date that are not paid under such agreements; (iii) An amount equal to all actual production, maintenance and operating reasonable costs and expenses, overhead charges under applicable operating agreements and capital expenditures paid expenses incurred by the Acquired Companies (or incurred by Seller in connection with or any of its Affiliates (other than the ownership or operation Acquired Companies) for the account of the Property Acquired Companies) paid by Seller attributable to periods after the Effective Time and on or prior to Closing from Seller’s or its Affiliates’ (other than then Acquired Companies) own funds, excluding amounts accounted for in Section 2.2(a)(i); (iv) An amount equal to fifty percent (50%) of all 2015 Qualified Bonus Amounts that are allocated and paid by Seller to non-executive employees performing services to the ordinary course Acquired Companies pursuant to the Bonus Program; (includingv) An amount equal to the aggregate of all income, without limitationproceeds, royalties, minimum royalties, rentals, receipts and prepaid chargescredits earned with respect to the Assets to which Seller is entitled under Section 2.3(b), to provided such amounts are held and retained by any Acquired Company or Purchaser and are (A) not recorded as an account receivable on the extent they are attributable to books of the Property for periods on and after Acquired Companies as of the Effective Time; provided, however, that for or (B) recorded as an account receivable on the period of time between the Effective Time and the Closing Date, with respect to those portions books of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transaction); (i) Seller’s share of any proceeds from the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced with respect to any Hydrocarbons Acquired Companies as of the Effective Time, but the sum of: amount recorded is only an estimation or was not included in the working capital estimate on Schedule 2.1; (ivi) Without duplication of Section 2.2(a)(v), any amount attributable to under-estimates in working capital and/or infrastructure costs set forth on Schedule 2.1 with respect to gaseous Hydrocarbonsthe Assets, an amount equal to as determined in a manner consistent with the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bblmethodology set forth on Schedule 2.1; and (evii) any Any other increases in the Purchase Price specified in this Agreement or otherwise amount agreed upon by Seller and Purchaser in writing between Seller and Buyer prior to or at Closing.

Upward Adjustments. The Base Purchase Price will shall be increased by adjusted upward for the following (“Upward Adjustments”):following, without duplication: (ai) Seller’s share of all actual production, maintenance and operating costs and production expenses, operating expenses, operated and non-operated overhead charges (excluding any corporate overhead charges that would not be reimbursable pursuant to ▇▇▇▇▇ under a joint operating agreement or similar charges under an applicable operating agreements pooling order) and capital expenditures paid or incurred by Seller in connection with the ownership or and operation of the Property in the ordinary course (includingAssets, without limitationincluding lease option, royaltiesextension or rental payments, minimum royalties, rentals, and prepaid charges), attributable to the extent they production periods from and after the Effective Time (including pre-paid royalties and taxes attributable to Hydrocarbons that are attributable to the Property for periods on Interests or ▇▇▇▇▇ produced and saved from and after the Effective Time; provided, however, that for and all other pre-paid charges attributable to the period of time between periods from and after the Effective Time and the Closing Date, with respect to those portions of the Property for which no operating agreement is in place, the upward adjustment shall include a charge for overhead in the amount of One Thousand Dollars ($1,000) per Well per month; provided, however, further that, such amounts shall not include any amounts with respect to which it has been determined that Buyer is entitled to receive indemnification from Seller pursuant to Section 8.4 or with respect to any expense of Seller related to any Adverse Environmental Conditions or cure of any Title Defect or cure of any breach of Seller’s representations or warranties hereunder; (b) the amount of all Asset Taxes prorated to Buyer in accordance with Section 9.2.1 but paid or payable by Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from the gross amount paid or payable to Seller in connection with a transaction to which Section 2.2.3(c) applies, and therefore were taken into (c) with respect to such transactionTime); (iii) Seller’s share of any all proceeds from attributable to the sale of Hydrocarbons produced from or attributable to the Property and other income from the Property received by Buyer, to the extent they are attributable to the ownership Interests or operation of the Property before the Effective Time, and (ii) the value of any merchantable Stock Tank Oil and Pipeline Inventory (as determined in accordance with Section 1.3.1) less all applicable royalties and Taxes; (d) to the extent that Seller’s interest in any of the ▇▇▇▇▇ is underproduced and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets for production periods prior to the Effective Time (net of royalties, overriding royalties and other burdens on Seller’s share of production not otherwise accounted for hereunder); (iii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) an amount equal to the Imbalance Adjustment to the extent such amount represents an underbalanced (or under-produced or under-received balance) as provided in the provisions of Section 13.4; (v) adjustments for all oil in storage above the pipeline connection, as provided in Section 13.1; (vi) adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5; (vii) all royalty overpayment amounts and future deductions as royalty offsets associated with respect to any Hydrocarbons the Assets as of the Effective Time, the sum of: (i) with respect to gaseous Hydrocarbons, an amount equal to the product of (A) the underproduced volumes, multiplied by (B) $2.64 per MMBtu; and (ii) with respect to liquid Hydrocarbons, an amount equal to the product of (A) the underproduced volumes multiplied by (B) $46.54 per Bbl; and (eviii) any other increases in upward adjustments to the Base Purchase Price specified in this Agreement or otherwise agreed in writing between Seller and Buyer prior to or at ClosingAgreement.