Common use of Allocated Value Clause in Contracts

Allocated Value. SM Energy and Buyer have agreed upon an allocation of the unadjusted Purchase Price among each of the ▇▇▇▇▇ and Well Locations, and such allocations are set forth on Schedule 2.5 (the “Allocated Value”). SM Energy and Buyer agree that the Allocated Values shall be used in calculating adjustments to the Purchase Price as provided herein. Any adjustments to the Purchase Price, other than the adjustments provided for in Section 2.4, shall be applied on a pro rata basis to the amounts set forth in Schedule 2.5, as applicable, for all Assets. After all such adjustments are made, any adjustments to the Purchase Price made pursuant to Section 2.4 shall be applied to the amounts set forth on Schedule 2.5, as applicable, for the particular affected Assets. For tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocations set forth above as of the Closing Date, and that neither Party will take any position inconsistent therewith, including in any tax return, refund claim, litigation, arbitration, or otherwise.