Common use of Adjustment Principles Clause in Contracts

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.

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: (ia) 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; (iib) adjustments for revenues from the sale of production shall be made on the basis of the date of production; and (iiic) 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.