Examples of Delta Payment in a sentence
Any estimate made pursuant to clause (a) of the previous sentence shall be final, and no further adjustment to the Laramie Payment and Delta Payment, as applicable, shall be made with respect to an apportioned Property Tax based on the actual 2012 mill levy, valuation, equalization, assessment or a revised determination of 2011 production.
The right of Laramie or Delta to have the Laramie Payment or Delta Payment, as applicable, reduced to reflect one or more Environmental Defect Adjustments pursuant to this Article 5 shall be the exclusive right and remedy of Laramie, Delta and the Company with respect to environmental matters affecting the Assets.
The Company will enter into a Credit Agreement, dated as of June 4, 2012, with JPMorgan Chase, N.A. and Xxxxx Fargo Bank, N.A. as lenders (the “Revolving Credit Agreement”), and, as of the Closing, the Company shall have sufficient funds to pay the Laramie Payment and the Delta Payment.
If the Company elects to accept the contribution of such Asset, the Laramie Payment or the Delta Payment, as applicable, shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to the Company, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”).
Notwithstanding anything to the contrary herein, in no event shall there be any adjustments to the Laramie Payment or Delta Payment, as applicable, or other remedies provided Laramie or Delta for any Title Defect unless the Title Defect Amounts of all such Title Defects applicable to the Laramie Assets or Delta Assets, in the aggregate, excluding any Title Defects cured by the applicable Party, exceed a deductible in an amount equal to $2,500,000 (“Aggregate Title Deductible”).
Laramie and Delta agree that the Laramie Payment and the Delta Payment will be adjusted downward or upward, as appropriate, by an amount equal to the well imbalances existing as of the Effective Time multiplied by the Imbalance Spot Price.
Once the Aggregate Title Deductible has been reached as to the Laramie Assets or Delta Assets, the Company shall be entitled to adjustments to the Laramie Payment or Delta Payment, as applicable, only with respect to such Title Defects in excess of such Aggregate Title Deductible.
If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets, and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets.
If the Parties cannot resolve disputes regarding items (i), (ii) and (iii) on or before Closing, then the Title Defect Properties affected by the Title Disputed Matter shall not be conveyed at Closing and the Laramie Payment or Delta Payment shall be reduced by the Allocated Values for such Title Defect Properties.
If prior to Closing, Laramie or Delta, as applicable, fails to obtain a Required Consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign or materially affect the value or use of the Asset (“Affected Asset”), then, unless waived by the other Party, the Affected Asset shall be excluded from the sale and the Laramie Payment or Delta Payment, as applicable, shall be reduced by the Allocated Value of the Affected Asset.