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 that are attributable to the period after the Effective Time; 3. To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets after the Effective Time that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes) of Seller's share of all oil in storage tanks above the pipeline interconnect at the Effective Time to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller's interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil in the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and Seller.

Upward Adjustments. The 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 costs 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, applicable insurance costs through Closing, and prepaid utility charges; 4. An amount equal to the value (net of applicable Taxes) of Seller's ’s share of all oil in storage tanks above the pipeline interconnect at the Effective Time to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller's ’s interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 January 2009 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection (4) shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil in the storage tanks; 5. Any An amount equal to the value of Additional Interest pursuant to subsection 4.2 C.Addition Adjustment; and 6. Any other amount agreed to by Buyer and Seller.

Upward Adjustments. The Purchase Price shall be adjusted upward by the following: 1. An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time; 2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller that are attributable to the period 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 ’s share of all oil 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 ’s interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 August 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 oil Hydrocarbons in the storage tanks; 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. Any other amount agreed to by Buyer and Seller.

Upward Adjustments. The Purchase Price shall be adjusted upward by the following: 1. (i) 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. (ii) An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller Sellers that are attributable to the period after the Effective Time; 3. (iii) 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 SellerSellers, including without limitation, prepaid drilling and/or completion costs, applicable insurance costs through Closing, and prepaid utility charges; 4. (iv) An amount equal to the value (net of applicable Taxes) of Seller's Sellers’ share of all oil in storage tanks above the pipeline interconnect at the Effective Time to be calculated as follows: The value shall be the product of (i) the volume in each storage tank (attributable to Seller's Sellers’ interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection (iv) shall be made only to the extent that Seller does Sellers do not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil in the storage tanks;; and 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. (v) Any other amount agreed to by Buyer and SellerSellers.

Upward Adjustments. The Purchase Price shall be adjusted upward by the following: 1. An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received and retained by the Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Time; 2. An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller that are attributable to the period 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 ’s share of all oil 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 ’s interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 July 2010 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection shall be made only to the extent that Seller does not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil 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. 7. Ninety Five Thousand Dollars ($95,000) per month calculated from the Effective Time to the Closing Date as agreed reimbursement to Seller for overhead costs incurred by Seller during such period related to management of the Assets.

Upward Adjustments. The Purchase Price shall be adjusted upward by the following: 1. (i) 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. (ii) An amount equal to all direct and actual expenses attributable to the Assets, including, without limitation, the Property Expenses, incurred and paid by Seller Sellers that are attributable to the period after the Effective Time; 3. (iii) 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 SellerSellers, including without limitation, prepaid drilling and/or completion costs, applicable insurance costs through Closing, and prepaid utility charges; 4. (iv) An amount equal to the value (net of applicable Taxes) of Seller's Sellers’ share of all oil in storage tanks above the pipeline interconnect twelve (12) inches 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 Sellers’ interest) as of the Effective Time as shown by the actual gauging reports, multiplied by (ii) the price actually received for October 2006 production under the applicable marketing contract if the Hydrocarbons in question had been sold; provided, however, that the adjustment contemplated by this subsection (iv) shall be made only to the extent that Seller does Sellers do not receive and retain the proceeds, or portion thereof, attributable to the pre-Effective Time merchantable oil in the storage tanks;; and 5. Any amount equal to the value of Additional Interest pursuant to subsection 4.2 C. 6. (v) Any other amount agreed to by Buyer and SellerSellers.