Common use of Allocated Values Clause in Contracts

Allocated Values. The Purchase Price is allocated among the Assets (including the ▇▇▇▇▇, PUD Locations, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit D (the “Allocated Values”). In no event shall the aggregate of the Allocated Values of the Units, ▇▇▇▇▇, PUD Locations, PDNP, Probable and/or Possible Locations, and any other item specified on Exhibit D (such as undeveloped leasehold) (with all such items specifically set forth on Exhibit D being referred to herein as the “Allocated Assets” or as to any single specified item, an “Allocated Asset”) exceed the unadjusted Purchase Price. The term “Unit” means any governmentally approved unit specifically referenced in Exhibit D. The term “PUD Locations” means those Proved Undeveloped potential well locations specifically identified in Exhibit D. The term “PDNP” means Proved Developed Not Producing intervals as specifically identified on Exhibit D. The term “Probable and/or Possible Locations” means those locations specifically identified and designated as such on Exhibit D. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. Any adjustment to the Purchase Price hereunder shall be reflected in the allocation set forth in Exhibit D consistent with Treasury Regulation Section 1.1060-1T(f). 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.

Allocated Values. The Solely for the purposes of determining the value of Conveyed Interests in connection with any Title Defect, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty under this Agreement, Buyer and Seller have allocated the Purchase Price is allocated among (a) the Assets Leases set forth on Exhibit A, (including b) the ▇▇▇▇▇▇ set forth on Exhibit B, PUD Locations(c) the Conveyed Interests identified on Schedule I-2 and (d) the Conveyed Interests identified on Schedule I-3, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit D (the this Section 3.8. The “Allocated Values”). In no event shall the aggregate Value” at any particular date of the Allocated Values of the Units, ▇▇▇▇▇, PUD Locations, PDNP, Probable and/or Possible Locations, and any other item specified on Exhibit D determination for (such as undeveloped leaseholdi) each (with all such items specifically A) Lease set forth on Exhibit D being referred A and (B) each Well set forth on Exhibit B, shall be equal to herein the sum of (1) the portion of the Cash Purchase Price attributable to such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, under the column titled “Allocated AssetsValue” on Exhibit A for such Lease or Exhibit B for such Well, as applicable, plus (2) the product of (y) the Earnout Amount actually paid by Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout Amount, to any single specified itemthe extent paid by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit B, an as applicable, and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, shall be equal to the portion of the Cash Purchase Price attributable to such Conveyed Interest identified on (A) Schedule I-2 under the column titled “Allocated Asset”Value” on Schedule I-2 for such Conveyed Interest or (B) exceed Schedule I-3 under the unadjusted Purchase Pricecolumn titled “Amount” on Schedule I-3 for such Conveyed Interest. The term “Unit” means any governmentally approved unit specifically referenced in Exhibit D. The term “PUD Locations” means those Proved Undeveloped potential well locations specifically identified in Exhibit D. The term “PDNP” means Proved Developed Not Producing intervals as specifically identified on Exhibit D. The term “Probable and/or Possible Locations” means those locations specifically identified Buyer and designated as such on Exhibit D. Seller and Buyer agree that the Allocated Values such allocation is reasonable and shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. Any adjustment to the Purchase Price hereunder shall be reflected in the allocation set forth in Exhibit D consistent with Treasury Regulation Section 1.1060-1T(f). 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 not take any position inconsistent therewith, including in any tax returnnotices to holders of Preferential Purchase Rights. Seller, refund claimhowever, litigation, arbitration, makes no representations or otherwisewarranties as to the accuracy of such value or allocation.”

Allocated Values. The Purchase Price is allocated among the Assets (including the ▇▇▇▇▇, PUD Locations, PDNP, and Probable and/or Possible Locations) as set forth in Exhibit D (the “Allocated Values”). In no event shall the aggregate of the Allocated Values of the Units, ▇▇▇▇▇, PUD Locations, PDNP, Probable and/or Possible Locations, and any other item specified on Exhibit D (such as undeveloped leasehold) (with all such items specifically set forth on Exhibit D being referred to herein as the “Allocated Assets” or as to any single specified item, an “Allocated Asset”) exceed the unadjusted Purchase Price. The term “Unit” means any governmentally approved unit specifically referenced in Exhibit D. The term “PUD Locations” means those Proved Undeveloped potential well locations specifically identified in Exhibit D. The term “PDNP” means Proved Developed Not Producing intervals as specifically identified on Exhibit D. The term “Probable and/or Possible Locations” means those locations specifically identified and designated as such on Exhibit D. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article 4. Any adjustment to the Purchase Price hereunder shall be reflected in the allocation set forth in Exhibit D consistent with Treasury Regulation Section 1.1060-1T(f). For tax purposes, the Parties agree that they shall allocate the Purchase Price, as adjusted hereunder, among the Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder based upon the fair market values for the Assets. The Purchase Price allocation shall be agreed upon before the earliest due date of the Tax returns of Seller and Buyer for the year in which the Closing Date occurs. Seller and Buyer agree to report the transactions contemplated by this Agreement file all information reports and Tax returns (including IRS Form 8594 and any amended Tax returns or claims for refund) in a manner consistent with the terms of Purchase Price allocation agreed upon under 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 otherwiseSection 2.03.