Common use of Allocations and Adjustments Clause in Contracts

Allocations and Adjustments. If the Closing occurs: (a) Notwithstanding the effective time of the Instruments of Conveyance, Buyer shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets on and after the Effective Time, and to all other income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on or prior to the Effective Time. “Earned” and "incurred,” as used in this Agreement, shall be interpreted in accordance with generally accepted accounting principles and Council of Petroleum Accountants Society (▇▇▇▇▇) standards. “Property Costs” shall mean all amounts attributable to the operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the Effective Time and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “from or attributable to” the ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run, and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “from or attributable to” the ▇▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The "Preliminary Amount" shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. If the Closing occurs: (a) Notwithstanding the effective time of the Instruments of ConveyanceFrom and after Closing, Buyer Issuer shall be entitled to all revenues, production, proceeds, income, income and products production from or attributable to the Assets on Wellbore Interests from and after the Effective Time, and to all Time (other income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Timethan any Excluded Assets), and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets Wellbore Interests and incurred on from and after the Effective TimeTime (excluding Property Costs allocable to the Wellbore Interests that are attributable to the period from the Effective Time until the Closing Date and incurred other than in the ordinary course or as a result of any failure by Seller or its Affiliates to comply with the standards set forth in applicable operating agreements). Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products production from or attributable to the Assets Wellbore Interests prior to the Effective Time, Time (and any other Excluded Assets). Seller shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets Wellbore Interests and incurred on or prior to the Effective TimeTime or otherwise constituting Retained Liabilities. “"Earned” " and "incurred,” " as used in this Agreement, shall be interpreted in accordance with generally accepted accounting principles GAAP and Council of Petroleum Accountants Society (▇▇▇▇▇) ▇ standards; provided that the allocation of any Asset Taxes between the pre- and post-Effective Time periods shall be determined in accordance with Section 2.07(b). “Property Costs” shall mean all amounts attributable Notwithstanding anything herein to the operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreementcontrary, but excludes any Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the Effective Time and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this SectionSection 2.07 (if any), (i) liquid hydrocarbons Hydrocarbons produced into storage facilities will be deemed to be “"from or attributable to” the " any ▇▇▇▇▇ when they pass through to the pipeline connecting into the storage facilities into which extent they are runabove load lines in tanks, and (ii) gaseous hydrocarbons Hydrocarbons and liquid hydrocarbons Hydrocarbons produced into pipelines will be deemed to be “"from or attributable to” the " any ▇▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Seller, with prior notice to Buyer and right of Buyer to witness such procedures, on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Ad valorem taxes for 2007 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include any amounts which constitute or relate to Retained Liabilities. The "Preliminary Amount" shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. If the Closing occurs: (a) Notwithstanding the effective time of the Instruments of Conveyance, Buyer shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets on and after the Effective Time, and to all other income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time. Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on or prior to the Effective Time. “Earned” and "“incurred,” ”, as used in this Agreement, shall be interpreted in accordance with generally accepted accounting principles and Council of Petroleum Accountants Society (▇▇▇▇▇) standards. “Property Costs” shall mean all amounts attributable to the operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the Effective Time and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “from or attributable to” the ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run, and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “from or attributable to” the ▇▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Seller (or, at Seller’s election, with prior notice to Buyer and right of Buyer to witness such procedures, the applicable operator) on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Ad valorem taxes for 2007 2009 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. After Closing, Buyer will be responsible for paying to the appropriate taxing authority all 2009 ad valorem taxes with respect to the Assets, subject to Seller giving Buyer credit against the Purchase Price or paying to Buyer Seller's prorated share of the 2009 ad valorem taxes in accordance with this Section 2.05. The premiums for the insurance required to be maintained by Seller pursuant to Section 5.03 that accrue after the Effective Time and are attributable to insurance coverage for the period after the Effective Time until the Closing will constitute Property Costs. Property Costs shall not include any amounts which constitute or relate to under clauses (b), (c) and (d) of the definition of Retained Liabilities. The "“Preliminary Amount" ” shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.

Allocations and Adjustments. If the Closing occurs: (a) Notwithstanding the effective time of the Instruments of Conveyance, Buyer shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets on and after the Effective Time, and to all other income, proceeds, receipts and credits earned with respect to the Assets on or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on and after the Effective Time (and prior to the Effective Time, with respect only to costs of business interruption insurance related to Hurricanes ▇▇▇▇▇▇▇ and/or ▇▇▇▇) . Seller shall be entitled to all revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and incurred on or prior to the Effective Time. “Earned” and "“incurred,” ”, as used in this Agreement, shall be interpreted in accordance with generally accepted accounting principles and Council of Petroleum Accountants Society (▇▇▇▇▇) standards. “Property Costs” shall mean all amounts attributable to the operation and ownership of the Assets reasonably incurred in the ordinary course of business and not in Breach of this Agreement, but excludes any Damages arising out of or resulting from an Environmental Defect identified by or on behalf of Buyer pursuant to Article 11, which Environmental Defect commenced prior to the Effective Time and for which Environmental Defect Buyer does not receive a reduction of the Purchase Price equal to the Environmental Defect Value. For purposes of allocating revenues, production, proceeds, income, accounts receivable, and products under this Section, (i) liquid hydrocarbons produced into storage facilities will be deemed to be “from or attributable to” the ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run, and (ii) gaseous hydrocarbons and liquid hydrocarbons produced into pipelines will be deemed to be “from or attributable to” the ▇▇▇▇▇ when they pass through the delivery point sales meters on the pipelines through which they are transported. In order to accomplish the foregoing allocation of production, the parties shall rely upon gauging, metering, and strapping procedures conducted by Seller, with prior notice to Buyer and right of Buyer to witness such procedures, Seller on or about the Effective Time to the extent possible and, unless demonstrated to be inaccurate, shall utilize reasonable interpolating procedures to arrive at an allocation of production when exact gauging, metering, and strapping data is not available on hand as of the Effective Time. Within ten (10) days after the execution of this Agreement, Seller shall provide to Buyer evidence of all gauging, metering, and strapping procedures conducted hereunder in connection with the ▇▇▇▇▇, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price. Ad valorem taxes for 2007 2006 shall be prorated on a daily basis, with Buyer liable for the portion allocated to the period on and after the Effective Time and Seller liable for the portion allocated to the period before the Effective Time. If the amount of such taxes for part, or all, of the Assets is not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Buyer when actual tax figures are available. Property Costs shall not include (i) any amounts which constitute or relate to Retained LiabilitiesLiabilities or Existing Environmental Liabilities or (ii) any costs of insurance related to Hurricanes ▇▇▇▇▇▇▇ and/or ▇▇▇▇, other than premiums for business interruption insurance (it being understood and agreed that Property Costs shall include one-half (1/2) of the total premium of $2.2 million paid by Seller for business interruption insurance with respect to the Assets and/or Retained Assets related to Hurricanes ▇▇▇▇▇▇▇ and/or ▇▇▇▇, and that Buyer shall be entitled to one-half (1/2) of all proceeds from such business interruption insurance to the extent attributable to the Assets and/or Retained Assets, without regard to the Effective Time). The "“Preliminary Amount" ” shall be the Purchase Price, adjusted as provided in Section 2.05(b), based upon the best information available at time of the Closing.