Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6): 2.3.1 decreased by the amount of the Performance Deposit paid by Buyer to Seller; 2.3.2 increased by the amount provided for under Section 6.1; 2.3.3 increased or decreased, as appropriate, by the amount provided for under Section 6.2; 2.3.4 increased or decreased, as appropriate, by the amount provided for under Section 6.3; 2.3.5 increased or decreased, as appropriate, by the amount provided for under Section 6.4; 2.3.6 decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3; 2.3.7 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2; 2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Casualty Loss pursuant to Article 7; 2.3.9 increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and 2.3.10 increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”
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Sources: Purchase and Sale Agreement
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 (a) decreased by the amount of the Performance Deposit paid by Buyer Purchaser to Seller;
2.3.2 (b) increased by the amount provided for under Section 6.1;
2.3.3 (c) increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 (d) increased or decreased, as appropriate, appropriate by the amount provided for under Section 6.3;
2.3.5 (e) increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 (f) decreased, as appropriate, by any adjustments made for Properties Purchased Assets excluded pursuant to Article 3III;
2.3.7 (g) to the extent determined prior to the Closing, decreased by the agreed or arbitrated net adjustment, if any, to which Purchaser is entitled for Alleged Adverse Conditions pursuant to Section 5.2;
(h) to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;
2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer Purchaser is entitled for Casualty Loss pursuant to Article 7VII;
2.3.9 (i) increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.712.6;
(j) increased by the amount with respect to the ▇▇▇▇▇▇ Materials in accordance with Section 12.16; and
2.3.10 (k) increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”
Appears in 1 contract
Sources: Purchase and Sale Agreement (Eagle Rock Energy Partners L P)
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 (a) decreased by the amount of the Performance Deposit paid by Buyer Purchaser to Seller;
2.3.2 (b) increased by the amount provided for under Section 6.1;
2.3.3 (c) increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 (d) increased or decreased, as appropriate, by the amount provided for under Section 6.3;
2.3.5 (e) increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 (f) decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3III;
2.3.7 (g) to the extent determined prior to the Closing, decreased by the agreed or arbitrated net adjustment, if any, to which Buyer Purchaser is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;; HOUSTON 1151220v.11
2.3.8 (h) to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer Purchaser is entitled for Casualty Loss pursuant to Article 7VII;
2.3.9 (i) increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and
2.3.10 (j) increased or decreased, as the case may be, by any other amount expressly provided for in this Agreement or mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”
Appears in 1 contract
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 decreased by the amount of the Performance Deposit paid by Buyer to Seller;
2.3.2 increased by the amount provided for under Section 6.1;
2.3.3 increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 increased or decreased, as appropriate, by the amount provided for under Section 6.3;
2.3.5 increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3;
2.3.7 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;
2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Casualty Loss pursuant to Article 7;
2.3.9 increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and
2.3.10 increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”” HOUSTON 1139976v.13
Appears in 1 contract