Common use of Allocated Values Clause in Contracts

Allocated Values. Buyer and Seller agree that the unadjusted Purchase Price is allocated among the Assets in the amounts set forth in Exhibit A—Part 1 and Exhibit A—Part 2 (the “Purchase Price Allocation”). The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Exhibit A—Part 1 or Exhibit A—Part 2 and such Allocated Value shall be used in calculating adjustments to the Purchase Price as provided herein. Buyer and Seller agree that (a) the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values), shall be used by Seller and Buyer as the basis for reporting Asset values and other items for purposes of all federal, state and local income Tax Returns, including without limitation Internal Revenue Service Form 8594, which Buyer and Seller shall timely file with the Internal Revenue Service and (b) neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation or Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders or in other documents or notices relating to the transactions contemplated by this Agreement; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings.

Allocated Values. Buyer and Seller Sellers agree that the unadjusted Purchase Price is allocated among the Assets in the amounts set forth in Exhibit A—Part 1 and Exhibit A—Part 2 (the “Purchase Price Allocation”). C. The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Exhibit A—Part 1 or Exhibit A—Part 2 and such Allocated Value shall be used in calculating adjustments C. To the extent there is any adjustment to the Purchase Price as provided hereinpursuant to this Agreement, such adjustment shall adjust the Allocated Values set forth on Exhibit C accordingly. Buyer and Seller Sellers agree (x) that (a) the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values), as adjusted, shall be used by Seller Sellers and Buyer as the basis for reporting Asset values and other items for purposes of all federal, state and local income Tax Returnstax returns, including without limitation Internal Revenue Service Form 8594, which Buyer and Seller shall timely file with the Internal Revenue Service 8594 and (by) that neither they nor their respective Affiliates will take positions inconsistent with the Purchase Price Allocation or such Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxestaxes, in notices to holders of preferential purchase right holders rights or in other documents or notices relating to the transactions contemplated by this AgreementAgreement except to the extent otherwise required by Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the allocation in this Section 3.03, and neither Party Buyer nor any Seller shall be unreasonably impeded required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such allocation. Each Party will notify the other Parties if it receives notice that the Internal Revenue Service proposes any allocation that is different from the allocation as set forth in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings.Exhibit C.

Allocated Values. Buyer The Partnership and Seller Contributors agree that the unadjusted Purchase Price Contribution Consideration is allocated among the Assets in the amounts set forth in Exhibit A—Part 1 2 and Exhibit A—Part 1-2 (the “Purchase Price Allocation”)or otherwise set forth on Schedule 3.02. The “Allocated Value” for any Asset equals equals, as applicable, (i) the sum of the portion of the unadjusted Purchase Price Contribution Consideration allocated to such Asset on Exhibit A—Part 1 2 or Exhibit A—Part 1-2 and the portion of the Company Entities’ Indebtedness allocated to such Asset on Exhibit A—Part 2 or Exhibit A—Part 1-2 or (ii) as otherwise set forth on Schedule 3.02, and such Allocated Value shall be used in calculating adjustments to the Purchase Price Contribution Consideration as provided herein. Buyer The Partnership and Seller Contributors agree that (a) that the Purchase Price AllocationAllocated Values, as adjusted for any changes pursuant to this Agreement and to reflect the fair market value of the Equity Consideration on the Closing Date (including changes to with such fair market value being calculated, consistent with the Allocated ValuesPartnership’s past practice, based on the closing price of a Partnership Common Unit on the Closing Date), shall be used by Seller Contributors and Buyer the Partnership as the basis for reporting Asset values and other items for purposes of all federal, state and local income Tax Returns, including without limitation Internal Revenue Service Form 8594, which Buyer the Partnership and Seller Contributors shall timely file with the Internal Revenue Service (if required to be filed by the Partnership or Contributors) and (b) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation or such Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders or in other documents or notices relating to the transactions contemplated by this Agreement; providedAgreement unless required to do so by a final determination as defined in Section 1313 of the Code. NGP, howeverthe Contributor Representative and the Partnership shall confer and the Contributors and the Partnership shall cooperate on any revisions to the allocation of the Contribution Consideration, including reporting any matters that neither Party shall require updating (including adjustments to the Contribution Consideration) to be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedingsconsistent with the agreed allocation.

Allocated Values. Buyer and Seller herein agree that upon the unadjusted Purchase allocation of the Sale Price is allocated among the Assets in the amounts set forth in Exhibit A—Part 1 and Exhibit A—Part 2 Properties (the “Purchase Price Allocation”"Allocated Value"). Such Allocated Values are made a part of this Agreement and are shown on Exhibit B, which is attached hereto. The “Allocated Value” Value for any Asset Net Profits Royalties burdening a Lease, Well or Unit equals the portion of the unadjusted Purchase Sale Price that is allocated to such Asset Net Profits Royalties burdening the Lease, Well or Unit on Exhibit A—Part 1 B, increased or Exhibit A—Part 2 and such Allocated Value shall be used in calculating adjustments to the Purchase Price decreased as provided herein. Buyer and Seller agree The share of each adjustment allocated to a particular Well or Unit shall be obtained by allocating that (a) adjustment among the Purchase Price Allocation, as adjusted for any changes (including changes various Properties on a pro rata basis in proportion to the Allocated Values)Sale Price allocated to each such Property on Exhibit B. Within three (3) Business Days after receipt of the Revised Reserve Report, shall be used Buyer may amend Exhibit B by providing Seller and Buyer as the basis for reporting Asset values and other items for purposes with a written copy of all federalsuch amendment, state and local income Tax Returns, including without limitation Internal Revenue Service Form 8594, which Buyer and Seller shall timely file with the Internal Revenue Service and (b) neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation or Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders or in other documents or notices relating to the transactions contemplated by this Agreement; provided, however, that neither Party such amendment shall be unreasonably impeded void and of no force or effect if the changes reflected in its ability such amendment are not materially consistent with the differences between the information set forth in July Reserve Report and discretion the Revised Reserve Report (after taking into account the values set forth on the original Exhibit B attached hereto and the proposed amended Exhibit B) and, within three (3) Business Days Seller of Seller's receipt of such amendment, Seller provides written notice to negotiateBuyer that Seller objects to such amendment. Seller has accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby, compromise and/or settle any Tax audit, claim but otherwise makes no representation or similar proceedingswarranty as to the accuracy of such values.

Allocated Values. Buyer For purposes of this Agreement, with respect to each Lease (or any tract or depth thereof, if applicable) and Seller agree that each Well (solely as to the unadjusted Purchase Price is allocated among currently producing formation) the Assets in the amounts set forth in Exhibit A—Part 1 and Exhibit A—Part 2 (the “Purchase Price Allocation”). The term “Allocated Value” for any Asset equals means the portion amount of the unadjusted Purchase Price allocated to that Property. The Allocated Value for each such Asset Property is set forth on Exhibit A—Part 1 or Exhibit A—Part 2 A and such B under the column “Allocated Value shall be used Value”. Seller and Buyer agree and stipulate that the Allocated Values set forth herein have been established for use where appropriate, including for Seller to provide any required preferential purchase right notifications and in calculating adjustments to the Purchase Price as provided herein. Buyer and Seller shall use commercially reasonable efforts to agree that (a) to an allocation of the Purchase Price Allocation, and any other items properly treated as adjusted consideration for any changes (including changes U.S. federal income Tax purposes among the classes of assets provided for in Treasury Regulations § 1.338-6 with respect to the Properties and, to the extent allowed by applicable law, in a manner consistent with the Allocated ValuesValue (the “Allocation Schedule”), shall be used by within thirty (30) days after the date that the Final Settlement Statement is delivered pursuant to Section 9.2. If Seller and Buyer reach an agreement with respect to the Allocation Schedule, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation Schedule in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the basis for reporting Asset values “Code”), following any adjustment to the Purchase Price pursuant to this Agreement, and other items for purposes of (ii) Buyer and Seller shall, and shall cause their affiliates to, report consistently with the Allocation Schedule on all federal, state and local income Tax Returns, including without limitation Internal Revenue Service Form 8594, which Buyer and Seller shall timely file with the Internal Revenue Service and 8594 (b) neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation or Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders or in other documents or notices relating to the transactions contemplated by this AgreementAsset Acquisition Statement under Section 1060); provided, however, that neither no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedingsproceeding in connection with such allocation.

Allocated Values. For the purposes of the transactions contemplated hereby, no later than 60 Business Days following the determination of the Final Purchase Price, Buyer and shall provide to Seller agree that a proposed allocation of the unadjusted Final Purchase Price is allocated and the Assumed Obligations among the Assets in accordance with Section 1060 of the amounts set forth in Exhibit A—Part 1 and Exhibit A—Part 2 Code (the “Purchase Price Allocation”). The “Allocated Value” for any Asset equals Allocation shall become final and binding 20 Business Days after Buyer provides the portion of Allocation to Seller, unless Seller reasonably objects, in which case, Seller shall provide comments on the unadjusted Purchase Price allocated Allocation to such Asset on Exhibit A—Part 1 or Exhibit A—Part 2 and such Allocated Value shall be used in calculating adjustments Buyer within 20 Business Days after Buyer provides the Allocation to Seller. If Seller reasonably objects to the Purchase Price as Allocation, Buyer shall consider any comments from Seller in good faith and Buyer shall provide an adjusted Allocation within 20 Business Days of receiving comments from the Seller but shall not be obligated to accept any comments provided hereinby Seller. Buyer and Seller agree that (a) that the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values)adjusted, shall be used by Buyer and Seller and Buyer as the basis for reporting Asset values and other items for purposes of all federal, state and local income Tax Returns, including without limitation Internal Revenue Service IRS Form 8594, which Buyer and Seller shall timely file with the Internal Revenue Service 8594 and (b) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price such Allocation or Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders or in other documents or notices relating to the transactions contemplated by this Agreement; providedAgreement unless otherwise required by applicable Law or with the consent of the other Party. Seller and Buyer shall confer and cooperate with one another in the preparation and filing of IRS Forms 8594 and the making of any revisions to the Allocation, however, including reporting any matters that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedingsrequire updating.

Allocated Values. Buyer and Seller Sellers agree that the unadjusted Purchase Price is allocated among the Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder in the amounts set forth in Exhibit A—-Part 1 and Exhibit A—Part 2 3 (the “Purchase Price Allocation”). The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Exhibit A—-Part 1 or Exhibit A—Part 2 3 and such Allocated Value shall be used in calculating adjustments to the Purchase Price as provided herein. Sellers and Buyer shall use Commercially Reasonable Efforts to update the Purchase Price Allocation in a manner consistent with the prior Purchase Price Allocation following any adjustment to the Purchase Price pursuant to this Agreement. Buyer and Seller Sellers agree that (a) the Purchase Price Allocation, Allocation (as adjusted for any changes (including changes to the Allocated Values), adjusted) shall be used by Seller Sellers and Buyer as the basis for reporting Asset values and other items for purposes of all federal, state and local income Tax Returns, including without limitation Internal Revenue Service Form 8594, which Buyer and Seller Sellers shall timely file with the Internal Revenue Service and (b) neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation or Allocated Values (as each is adjusted) in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders of Preferential Purchase Rights or in other documents or notices relating to the transactions contemplated by this Agreement; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedingsproceedings related to the Purchase Price Allocation provided that it gives the other Party prior written notice of its intent to compromise or settle a Tax proceeding related to the Purchase Price Allocation.