Common use of Upward Adjustments Clause in Contracts

Upward Adjustments. The Purchase Price shall be adjusted upward by the following: 1. An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time; 2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller at or after the Effective Time; 3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets at or after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons in the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and Seller.

Upward Adjustments. The Base Purchase Price shall be adjusted upward by for the following, without duplication: 1. An amount equal (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and approved capital expenditures paid or incurred by Sellers in connection with the ownership and operation of the Assets attributable to the 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); expressly excluding, however, all costs and expenses paid or incurred by Sellers prior to the Closing and associated with pipeline repairs and restoration of production to the ▇▇▇▇▇ associated with the Vermilion Block 272 Field (the “VR 272 Repair Costs”); (ii) all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from attributable to the sale of Hydrocarbons from the Assets and all Hydrocarbons produced from or credited other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time; 2. An amount equal to (iii) all direct and actual expenses attributable positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) to the Assets, including, without limitation, extent the Property Expenses, incurred Imbalances reflect an under-balanced (or under-produced 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 under-received balance) position of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) Sellers as of the Effective Time regarding the Assets, all adjustments regarding such under-balanced Imbalances, in accordance with the provisions of Section 13.4; (v) all adjustments for Oil-In-Tank, as shown by provided in Section 13.1; (vi) all royalty overpayment amounts and/or future deductions as royalty offsets associated with the actual gauging reports, multiplied by Assets as of the Effective Time; and (iivii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only any other upward adjustments to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons Base Purchase Price specified in the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and Sellerthis Agreement.

Upward Adjustments. The Base Purchase Price shall be adjusted upward by the following: 1. An (i) the amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time; 2. An amount equal to Property Expenses (including all direct and actual expenses prepaid Property 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 Acquired Assets at or after the Effective Time and paid by Seller, and the amount of all Royalties attributable to Hydrocarbons produced from the Acquired Properties after the Effective Time and paid by Seller; (ii) the amount of all Drilling Costs with respect to those Acquired ▇▇▇▇▇ listed on Schedule 3.2(a)(ii) that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility chargesSeller after the Execution Date (whether attributable to periods before or after the Effective Time); 4. An (iii) the amount of Purchaser’s proportionate share of all Property and Production Taxes with respect to the Straddle Period calculated under Section 15.1 and paid by Seller; (iv) Royalties and other proceeds of the production of Hydrocarbons attributable to the Acquired Properties occurring before the Effective Time and received by Purchaser (and not paid to Seller pursuant to Section 14.2), other than amounts held for the benefit of a third party; (v) an amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above attributable to the pipeline interconnect Acquired Properties that, at the Effective Time, to be calculated as follows: The value shall be constituting linefill or that are in storage, in tanks, or above the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of the Effective Time as shown by the actual gauging reportsload level connection or within processing plants, multiplied by the applicable price for which the applicable production from the Acquired Properties was sold most recently prior to the Effective Time; and (iivi) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the preamount of any post-Effective Time merchantable Hydrocarbons rentals and shut-in payments under the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to Acquired Leases, if any, paid by Buyer and Seller.

Upward Adjustments. The Base Purchase Price shall be adjusted upward by for the following, without duplication: 1. An amount equal (i) all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets attributable to the 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); (ii) all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from attributable to the sale of Hydrocarbons from the Assets and all Hydrocarbons produced from or credited other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time; 2. An amount equal (iii) all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2; (iv) to all direct and actual expenses attributable to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, includingall adjustments regarding such under balanced Assumed Imbalances in accordance with the provisions of Section 13.4; (v) all adjustments for oil in storage above the pipeline connection, without limitation, 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/or future deductions as royalty offsets associated with the Property Expenses, incurred and paid by Seller at or after Assets as of the Effective Time; 3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses (viii) Taxes attributable to the Assets at ownership on or after the Effective Time that were are paid or to be paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges;; and 4. An amount equal (ix) any other upward adjustments to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons Base Purchase Price specified in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons in the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and SellerAgreement.

Upward Adjustments. The Base Purchase Price shall be adjusted upward by the following: 1. An amount equal (A) revenues and proceeds received after the Effective Time by Sellers, Purchaser, the Companies, the CAC Subsidiaries and/or Nytis LLC’s allocable share of the revenues and proceeds of the Nytis LLC Subsidiaries attributable to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Acquired Assets prior to the Effective Time; 2. An amount equal (B) revenues and proceeds received after the Effective Time by Purchaser, Coalfield Pipeline Company and Cranberry Pipeline Corporation attributable to all direct their respective business of transporting, processing and marketing of Hydrocarbons and associated operations prior to the Effective Time; (C) any costs and expenses (including rentals, Royalties, Taxes, capital expenditures, lease operating expenses, and actual expenses overhead charges paid to third-parties under joint operating agreements, joint interest ▇▇▇▇▇▇▇▇, shut-in payments, drilling expenses, workover expenses, geological costs, geophysical costs, and other exploration or development expenditures and costs) paid by Sellers, the Companies or any of the CAC Subsidiaries that are attributable to the Assets, including, without limitation, ownership or operation of the Property Expenses, incurred Acquired Assets from and paid by Seller at or after the Effective Time; 3. To (D) Sellers’, the extent not covered Companies’, CAC Subsidiaries’ and Nytis LLC Subsidiaries’ general and administrative expenses in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets at or of $175,000 per month (prorated for any partial month) from and after the Effective Time that were paid until the Closing Date; and (E) any payments made by Sellers, the Companies, the CAC Subsidiaries, or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs the Nytis LLC Subsidiaries from and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of after the Effective Time as shown by until the actual gauging reports, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons Closing Date in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons in the storage tanks; 5. Any amount equal to the value respect of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and Seller.any settlement of any Hedging Instrument described on Exhibit L.

Upward Adjustments. The Second Closing Base Purchase Price shall be adjusted upward by the following: 1. An (A) the amount of all Property Expenses (including all prepaid Property Expenses) and other costs and expenses attributable to the Second Closing Assets after the Effective Time and paid by Seller, and the amount of all Royalties attributable to Hydrocarbons produced from the Second Closing Properties after the Effective Time and paid by Seller; (B) the amount of Asset Taxes attributable to the Second Closing Assets allocable to Purchaser in accordance with Article 15 that are paid or otherwise economically borne by Seller; (C) revenues and proceeds attributable to the Second Closing Assets occurring before the Effective Time and received by Purchaser, other than amounts held for the benefit of a third party; (D) an amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained Hydrocarbons attributable to the Second Closing Properties that, at the Effective Time, constitute linefill or that are in storage, in tanks, or above the load level connection or within processing plants, multiplied by the Buyer applicable price for which the applicable production from the sale of all Hydrocarbons produced from or credited to the Assets Second Closing Properties was sold most recently prior to the Effective Time; 2. An (E) the amount equal to all direct of any post-Execution Date rentals, shut-in payments, bonuses, lease extensions and actual expenses attributable to lease renewals under the AssetsAcquired Leases, includingif any, 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;not taken into account when determining the adjustment in Section 3.2(a)(i)(E); and 4. An amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (iF) the volume in each storage tank (attributable to Seller’s net revenue interest) as amount of the Effective Time as shown by the actual gauging reportsany upward adjustment, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; providedany, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable Hydrocarbons in the storage tanks; 5. Any amount equal to the value of Additional Interest determined pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and SellerSection 3.2(b)(iv).

Upward Adjustments. The Base Purchase Price shall be adjusted upward by the following: 1. An (i) the amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time; 2. An amount equal to Property Expenses (including all direct and actual expenses prepaid Property 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 Acquired Assets at or after the Effective Time that were and paid by Seller, and the amount of all Royalties attributable to Hydrocarbons produced from the Acquired Assets after the Effective Time and paid by Seller; (ii) the amount of all Leasing Costs (other than those paid by Seller in respect of any Replacement Lease) in respect of the Leasing Program paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility chargesSeller after the Execution Date (whether attributable to periods before or after the Effective Time); 4. An (iii) the amount of Purchaser’s proportionate share of all Property and Production Taxes as calculated under Section 15.1 and paid by Seller; (iv) Royalties, net profits, production payments, and other proceeds attributable to the Acquired Assets before the Effective Time and received by Purchaser (and not paid to Seller pursuant to Section 14.2); (v) an amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above attributable to the pipeline interconnect Acquired Assets that, at the Effective Time, to be calculated as follows: The value shall be were in storage, in tanks, or above the product of (i) the volume in each storage tank (attributable to Seller’s net revenue interest) as of the Effective Time as shown by the actual gauging reportsload level connection, multiplied by the applicable price for which the applicable production from the Acquired Properties was sold most recently prior to the Effective Time; and (iivi) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the preamount of any post-Effective Time merchantable Hydrocarbons rentals and shut-in payments under the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to Acquired Leases, if any, paid by Buyer and Seller.

Upward Adjustments. The First Closing Base Purchase Price shall be adjusted upward by the following: 1. An (A) the amount of all Property Expenses (including all prepaid Property Expenses) and other costs and expenses attributable to the First Closing Assets after the Effective Time and paid by Seller, and the amount of all Royalties attributable to Hydrocarbons produced from the First Closing Assets after the Effective Time and paid by Seller; (B) the amount of Asset Taxes attributable to the First Closing Assets allocable to Purchaser in accordance with Article 15 that are paid or otherwise economically borne by Seller; (C) revenues and proceeds attributable to the First Closing Assets occurring before the Effective Time and received by Purchaser, other than amounts held for the benefit of a third party; (D) an amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained Hydrocarbons attributable to the First Closing Assets that, at the Effective Time, constitute linefill or that are in storage, in tanks, or above the load level connection or within processing plants, multiplied by the Buyer applicable price for which the applicable production from the sale of all Hydrocarbons produced from or credited to the First Closing Assets was sold most recently prior to the Effective Time;; and 2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller at or after the Effective Time; 3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets at or after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes and royalties) of Seller’s share of all Hydrocarbons in storage tanks above the pipeline interconnect at the Effective Time, to be calculated as follows: The value shall be the product of (iE) the volume in each storage tank (attributable to Seller’s net revenue interest) as amount of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for April 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the preany post-Effective Time merchantable Hydrocarbons rentals and shut-in payments under the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to First Closing ▇▇▇▇▇, if any, paid by Buyer and Seller.