Adjustment Principles Clause Samples

Adjustment Principles. For greater certainty, the following principles shall be employed in any determination of Working Capital or any adjustment required thereto in accordance with this Schedule: (a) Subject to other provisions of this Section 2.2.6, all benefits, income, costs and expenses of every kind and nature relating to the Assets, including, without 105 3 limitation, maintenance, capital and operating costs, processing fees, lease rentals and the proceeds from the sale of production, shall be determined as of the Reference Time on an accrual basis (and in respect of Taxes as set forth in the Notional Tax Return, as of the Reference Time) and, without limiting the generality of the foregoing: (i) adjustments for costs or work performed and goods supplied in connection with the operation and development of the Assets shall be made on the basis of the date upon which the work was performed or the goods were supplied; (ii) adjustments for revenues from the sale of production shall be made on the basis of the date of production; and (iii) adjustments for royalty payments and expenses relating to or from the sale of production shall be made on the basis of the date of production. (b) The Basic Purchase Price shall be adjusted upwards by an amount equal to the market value of Petroleum Substances attributable to the Assets which Petroleum Substances have been sold prior to the Reference Time and for which the Company has not received full payment, plus an amount equal to the market value of Petroleum Substances attributable to the Assets which Petroleum Substances have been produced but not sold prior to the Reference Time. (c) The Vendor and the Purchaser, at its own cost, and its authorized representatives, shall have the right exercisable upon 15 days' written notice to the other, to examine, copy and audit the records of the other and the Company that are relevant to effecting the adjustments pursuant to this Schedule. The rights hereunder shall survive for all matters for a period of two years from the Closing Date and for Tax matters a period of four years from the Closing Date.

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Adjustment Principles. For greater certainty, the following principles shall be employed in any determination of Working Capital or any adjustment required thereto in accordance with this Schedule: (a) Subject to other provisions of this Section 2.2.6, all benefits, income, costs and expenses of every kind and nature relating to the Assets, including,

Adjustment Principles. Notwithstanding any provision contained in this Agreement to the contrary: a) the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 3, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder; and b) the Company shall not make any adjustments to the terms of a Warrant pursuant to this Section 3 without the prior written consent of the relevant Registered Holder unless the total number and class of securities to be, or capable of being, subscribed for pursuant to a Warrant will carry the same pro rata voting power and economic entitlement to participate in the profits and assets of the Company, as the Ordinary Shares which would have been issued under the Warrant had there been no such adjustment and no such event giving rise to such adjustment.

Adjustment Principles. 9 affiliate............................................................19 Agreement.............................................................1

Adjustment Principles. If Closing occurs, the Purchase Price shall be increased or decreased, as the case may be, by the value of the aggregate of the adjustment amounts determined in accordance with the provisions of Section 3.02 (the “Adjustment Amount”). The Adjustment Amount shall be paid by the Purchaser to the Vendor if the Adjustment Amount is a negative amount and shall be paid by the Vendor to the Purchaser if the Adjustment Amount is a positive amount. The Vendor and Purchaser acknowledge that the principles set forth in Section 3.02 shall apply in determining the Adjustment Amount. The adjustments pursuant to this Article 3 or elsewhere in this Agreement shall constitute an increase or decrease, as the case may be, to the Purchase Price and to the amount allocated to the Hydrocarbon Interests.

Adjustment Principles. The Values will be increased or decreased depending on the total changes to the cost of staff, labor, materials and equipment determined pursuant to this Exhibit X. A Cost Increase (as defined below) will result in an increase to the Values in Section 8.2 of the Agreement and a decrease to the Values in Section 8.3 of the Agreement. Conversely, a Cost Decrease (as defined below) will result in a decrease to the Values in Section 8.2 of the Agreement and an increase to the Values in Section 8.3 of the Agreement. • If the Notice to Proceed Date occurs after [***], Contractor shall conduct a complete review of the impacts to all staff, labor, materials and equipment components of the Direct Cost between [***] and the Notice to Proceed Date, following the procedures described below. • The maximum decrease to each Value in Section 8.2.1 of the Agreement and the maximum increase to each Value in Section 8.3.1 of the Agreement is [***]. • If the Cost Increase or Cost Decrease is determined to be less than [***], the Values shall not be adjusted. Contractor shall evaluate the impacts to all staff, labor, materials and equipment components of the Direct Cost between [***] and the Notice to Proceed Date and adjust the values of such components, positive or negative, as follows: • Contractor shall, where practicable, update the equipment pricing and deliveries. The technical specification of the equipment is to remain unchanged. Bid updates will be used when available. If priced internally, Contractor is to re-evaluate prices based on the current market conditions relative to in-house metrics as defined by agreed indices described below. • Materials pricing shall be adjusted by the percentage change in the relevant commodity reflected in the London Metal Exchange (available at ▇▇▇.▇▇▇.▇▇▇) or IHS Markit. • Labor total craft compensation (wage rate, per diem, etc.) components shall be adjusted utilizing data from Alpha Resources, LLC (Gulf Coast region). • Staff total compensation shall be adjusted utilizing data to be mutually agreed between the Parties. Contractor shall aggregate all adjustments described above to calculate a total increase or decrease in the staff, labor, materials and equipment components of the Direct Cost since [***]. An amount equal to [***] reflecting the escalation factor in the Target Price calculation shall be deducted from such total increase or decrease to yield the “Cost Increase” or “Cost Decrease”, as applicable.

Adjustment Principles. The Metals Adjustment shall be calculated as follows:

Adjustment Principles. The Preliminary Amount (item 'A' of the proforma adjustment statement set out in Part C of this Schedule 4) will be adjusted by: 1. adding an amount equal to the aggregate of all charges for amortisation and depreciation of fixed and intangible assets of the Group Companies from the date of the Management Accounts to 30 April 2004 (item 'B' of the pro forma adjustment statement set out in Part C of this Schedule 4);