Adjustments to Initial Purchase Price Sample Clauses
The "Adjustments to Initial Purchase Price" clause defines how the originally agreed-upon purchase price for an asset or business may be modified based on certain factors or events. Typically, this clause outlines specific conditions—such as changes in working capital, inventory levels, or the discovery of undisclosed liabilities—that can trigger an increase or decrease in the final amount paid. By providing a clear mechanism for recalculating the purchase price, this clause ensures that both parties are treated fairly if the actual circumstances differ from those assumed at the time of agreement, thereby reducing the risk of disputes and aligning the final price with the true value of the transaction.
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted as follows and the resulting amount shall be referred to herein as the "Adjusted Purchase Price":
(a) The Initial Purchase Price shall be adjusted upward by the following:
(i) Upon execution of this Agreement Buyer shall pay Seller the amount of all actual operating or capital expenditures or prepaid expenses attributable to the Interests paid or payable by or on behalf of Seller in connection with the operation of the Interests between the Effective Time and the time this Agreement is executed. Such expenditures and expenses shall include, without limitation, normal field operation costs, lease acquisition costs, lease broker costs, seismic costs, royalties, rentals and other charges; ad valorem, property, excise, and any other taxes based upon or measured by the ownership of the Interests, the production of hydrocarbons or the receipt of proceeds therefrom; and expenses payable to a third person under applicable joint operating agreements, including, without limitation, overhead charges at normal company overhead labor rates and royalty disbursement fees payable to operator, or similar payments to third party operators, or, in the absence of any joint operating agreement, those items customarily billed under such an agreement. Such expenditures and expenses shall also include costs for lease sight drafts and seismic permitting incurred prior to the Effective Time but not yet paid prior to execution of this Agreement. The invoices for these costs and expenses shall be provided to Buyer as soon as possible. The costs actually paid by Buyer prior to Closing pursuant to subsections 2.2(a)(i) and (ii) of this Agreement shall be limited to Three Hundred Thousand Dollars ($300,000) excluding seismic costs. Further, Buyer shall not be required to reimburse Seller for discretionary expenditures (excluding leasehold bonuses) in excess of twenty five thousand dollars ($25,000.00) in the aggregate unless such expenditures are approved by Buyer prior to commitment of such sums by Seller.
(ii) At Closing, to the extent not previously paid, the amount of all actual operating or capital expenditures or prepaid expenses attributable to the Interests paid or payable by or on behalf of Seller in connection with the operation of the Interests between the Effective Time and the Closing. Such expenditures and expenses shall include, without limitation, lease acquisition costs, broker costs, seismic costs, royalties, rentals and oth...
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be subject to account for the items prorated as of the Closing Date pursuant to Section 3.4 and as may occur under the provisions of Section 3.5 (this Section and Section 3.5 being referred to as the “Adjustment Sections,” and the Initial Purchase Price as so adjusted is herein referred to as the “Purchase Price”).
Adjustments to Initial Purchase Price. 5 SECTION 1.05 ALLOCATION OF PURCHASE PRICE; SECTION 338 TAX ADJUSTMENTS.........................................9 SECTION 1.06 SELLERS REPRESENTATIVES; ATTORNEYS-IN-FACT..............13 SECTION 1.07 ESTATE TAX LIEN.........................................14 ARTICLE II INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SELLERS.......14 SECTION 2.01 AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.......14 SECTION 2.02 TITLE TO THE EQUITY INTERESTS...........................14 SECTION 2.03 CAPITAL STOCK...........................................15 SECTION 2.04 INVESTMENT REPRESENTATION...............................15 SECTION 2.05 NO CONFLICT.............................................15 SECTION 2.06 LITIGATION..............................................16
Adjustments to Initial Purchase Price. All adjustments to the Initial Purchase Price shall be made according to the factors described in this Section 3.2, in accordance with United States generally accepted accounting principles as consistently applied in the oil and gas industry, and without duplication.
Adjustments to Initial Purchase Price. 17 4.1 First Adjustment of Initial Purchase Price........................................................17 4.2 Second Adjustment of Initial Purchase Price.......................................................19 4.3
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted pursuant to the following adjustments:
(a) The Initial Purchase Price shall be adjusted upward by the following:
(i) The amount of the value of all merchantable oil and liquid hydrocarbons attributable to Seller's revenue and royalty interests in the Properties in storage or existing in stock tanks above the pipeline connection at 7:00 a.m. Central Daylight Savings time on April 1, 2001, such value to be based on the contract price in effect for each Property on the Effective Date (or the market value if there is no contract price) less severance taxes normally deducted by the purchaser of such production.
(ii) The amount of payments made by Seller to Torch Energy Marketing, Inc. under hedging contracts (see Section 1.14) for periods after the Effective Date.
(iii) The amount of all direct expenditures and costs and prepaid costs and expenses attributable to the Properties and other assets of Seller incurred and actually paid by or on behalf of Seller in the ordinary course of owning and operating the Oil and Gas Properties and such other assets and that are attributable to the period of time from the Effective Date through the Closing Date, including, without limitation, (a) lease operating expenses, (b) rentals, shut-in well payments, and other lease maintenance payments, (c) ad valorem, property, excise, severance, production taxes, and any other taxes (exclusive of income taxes) based upon or measured by the ownership of the Oil and Gas Properties or other assets of Seller, the production of hydrocarbons, or the receipt of proceeds therefrom, and (d) overhead and other charges and expenses billed by or to Seller under applicable operating agreements, including operating agreements under which Seller serves as Operator, relating to the Oil and Gas Properties, to the extent that such payments made by Seller have already been accounted for on Joint Interest ▇▇▇▇▇▇▇▇.
(iv) Fifty percent (50%) of amounts paid by Seller to brokers for services rendered and to lessors for seismic options and/or leases obtained in the Mobeetie area in conjunction with the Mobeetie deep play (the apparent Ellenburger structure).
(e) The Initial Purchase Price shall be adjusted downward by the following:
(i) An amount equal to revenue received by Seller attributable to the interests being acquired by Buyer and for production and sale of hydrocarbons from the properties from the period after the Effective Date.
(ii) An amount equal to ...
Adjustments to Initial Purchase Price. The Initial Purchase Price payable hereunder and under the Asset Purchase Agreement (the "Combined Cash Payment") shall be subject to adjustment after the Closing Date as follows:
(a) Following the Closing Date, the Buyer shall prepare a balance sheet for each of ▇▇▇▇▇ and ▇▇▇▇▇ Canada, together with a combined balance sheet for ▇▇▇▇▇ and ▇▇▇▇▇ Canada, for the period ended on the Closing Date (such combined balance sheet to be referred to as the "Closing Balance Sheet"), prepared in accordance with GAAP (excluding footnote requirements) reflecting consistent methodology and practices regarding the establishment of balance sheet reserves and liabilities and in a manner
Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted following the end of each month until the Closing Date:
(i) by subtracting the amount retained by OPC under Section 3.1 of the Services Agreement during the last month; and
(ii) by adding a notional interest rate of 12% per annum to the Initial Purchase Price as adjusted pursuant to (i). As an illustration, if the Initial Purchase Price was $13,500,000 and the amount retained by OPC under Section 3.1 of the Services Agreement for each of the first two months of the Term is $250,000:
(i) after the first month the adjusted Initial Purchase Price would equal $13,382,500 based on the following calculation:
(A) ($13,500,000 - $250,000) x 1% = $132,500 (B) ($13,500,000 - $250,000) + $132,500 = $13,382,500 (ii) after the second month the adjusted Initial Purchase Price would equal $13,263,825 based on the following calculation:
(A) ($13,382,500- $250,000) x 1% = $131,325 (B) ($13,382,500 - $250,000) +131,325 = $13,263,825
Adjustments to Initial Purchase Price
Adjustments to Initial Purchase Price