Common use of Amount of Adjustments Clause in Contracts

Amount of Adjustments. The purchase price payable pursuant to Section 2.1 of the PSA and the Stock Purchase Price (in the aggregate, the “Total Purchase Price”) shall be subject to adjustment as follows: (a) The Total Purchase Price shall be adjusted upward by the following: (i) The amount of expenditures made by the Companies, MMI, and CMI (the “Seller Parties”) that are attributable to the Assets after the Effective Time including royalties, rentals and similar charges and expenses billed under applicable operating agreements and all prepaid expenses related to the We▇▇▇ (as defined in the PSA); (ii) An amount equal to the value of all Seller Parties’ net revenue interest in the hydrocarbons in storage above the pipeline connections, exclusive of tank bottoms, at the Effective Time, that is credited to the We▇▇▇ ▇nd which stored hydrocarbons have not been sold by Seller Parties, calculated using the actual pricing received by Seller as posted and set forth in the Ph▇▇▇▇▇▇ ▇6 Sales Statements for July 2018; (iii) The amount of cash, other than the Restricted Cash, in the bank accounts of the Companies as of the Effective Time; and (iv) The receivables of the Companies as of the Effective Time with respect to products produced from the Assets sold before the Effective Time. (b) The Total Purchase Price shall be adjusted downward by the following: (i) The amount of the proceeds received by Seller Parties, if any, that are attributable to the Assets after the Effective Time (net of any royalties and any production, severance, sales or other similar taxes not reimbursed to Seller by the purchaser of production); (ii) The accounts payable and other liabilities of the Seller Parties attributable to periods prior to the Effective Time; and (iii) Seller’s estimated share of ad valorem taxes for 2018 through the Effective Time pursuant to Section 10.1 of the PSA.

Amount of Adjustments. The purchase price payable pursuant to Section 2.1 of the PSA and the Stock Purchase Price (in the aggregate, the “Total Purchase Price”) shall be subject to adjustment as follows: (a) The Total Purchase Price shall be adjusted upward by the following: (i) The amount of expenditures made by the Companies, MMI, Company and CMI Seller (the “Seller Parties”) that are attributable to the Assets after the Effective Time including royalties, rentals and similar charges and expenses billed under applicable operating agreements and all prepaid expenses related to the We▇▇▇▇▇ (as defined in the PSA); (ii) An amount equal to the value of all Seller Parties’ net revenue interest in the hydrocarbons in storage above the pipeline connections, exclusive of tank bottoms, at the Effective Time, that is credited to the We▇▇▇ ▇nd which stored hydrocarbons have not been sold by Seller Parties, calculated using the actual pricing received by Seller as posted and set forth in the Ph▇▇▇▇▇▇ ▇6 Sales Statements for July 2018; (iii) The amount of cash, other than the Restricted Cash, in the bank accounts of the Companies as of the Effective Time; and (iv) The receivables of the Companies Company as of the Effective Time with respect to products produced from the Assets sold before the Effective Time. (b) The Total Purchase Price shall be adjusted downward by the following: (i) The amount of the proceeds received by Seller Parties, if any, that are attributable to the Assets after the Effective Time (net of any royalties and any production, severance, sales or other similar taxes not reimbursed to Seller by the purchaser of production); (ii) The accounts payable and other liabilities of the Seller Parties attributable to periods prior to the Effective Time; and (iii) Seller’s estimated share of ad valorem taxes for 2018 2023 through the Effective Time if and as calculated under the PSA. (c) At Closing, Seller shall pay to Buyer the amount of $20,000.00 cash as an advance on the final adjustment to the Total Purchase Price as estimated by the Parties as of the Closing. Such advance amount shall be deducted from, or added to, any final amount calculated by the Parties as due and owing between the Parties pursuant to Section 10.1 of the PSA4.2 below, if and as applicable.