Common use of Allocated Values Clause in Contracts

Allocated Values. (a) Seller and Buyer agree and stipulate that the Allocated Values set forth on Exhibit C 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. Any adjustments to the Purchase Price (other than those made pursuant to Sections 3.2(a)(iv), 3.2(b)(v) and 3.2(b)(vi), which shall be applied to the Listed Interests with respect to which such adjustments relate) shall be applied on a pro-rata basis to the amounts set forth on Exhibit C. (b) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation of the Purchase Price, as adjusted, and any other items properly treated as consideration for U.S. federal income tax purposes among the Conveyed Properties (including the Oakfield Assets) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder by the United States Department of the Treasury (the “Treasury Regulations”) and, to the extent allowed by applicable Law, in a manner consistent with the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 10.2 (the “Allocation”). If Seller and Buyer reach an agreement with respect to the Allocation, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the Purchase Price pursuant to this Agreement, and (ii) Buyer and Seller shall, and shall cause their affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), and neither Seller nor Buyer nor their respective affiliates shall take positions inconsistent with such Allocation in any audit or other proceedings with respect to any Taxes; 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 in connection with such allocation.

Allocated Values. (a) Seller The Partnership and Buyer Contributors agree and stipulate that the Allocated Values unadjusted Contribution Consideration is allocated among the Assets in the amounts set forth in Exhibit A—Part 2 and Exhibit A—Part 1-2 or otherwise set forth on Schedule 3.02. The “Allocated Value” for any Asset equals, as applicable, (i) the sum of the portion of the unadjusted Contribution Consideration allocated to such Asset on Exhibit C have been established for use where appropriateA—Part 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, including for Seller to provide any required preferential purchase right notifications and such Allocated Value shall be used in calculating adjustments to the Purchase Price Contribution Consideration as provided herein. Any adjustments to the Purchase Price The Partnership and Contributors agree (other than those made pursuant to Sections 3.2(a)(iv), 3.2(b)(va) and 3.2(b)(vi), which shall be applied to the Listed Interests with respect to which such adjustments relate) shall be applied on a pro-rata basis to the amounts set forth on Exhibit C. (b) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation of the Purchase Price, as adjusted, and any other items properly treated as consideration for U.S. federal income tax purposes among the Conveyed Properties (including the Oakfield Assets) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder by the United States Department of the Treasury (the “Treasury Regulations”) and, to the extent allowed by applicable Law, in a manner consistent with that the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 10.2 (the “Allocation”). If Seller and Buyer reach an agreement with respect to the Allocation, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the Purchase Price as adjusted pursuant to this AgreementAgreement and to reflect the fair market value of the Equity Consideration on the Closing Date (with such fair market value being calculated, and (ii) Buyer and Seller shall, and shall cause their affiliates to, report consistently consistent with the AllocationPartnership’s past practice, based on the closing price of a Partnership Common Unit on the Closing Date), shall be used by Contributors and the Partnership as adjustedthe basis for reporting Asset values and other items for purposes of all federal, on all state and local Tax Returns, including Internal Revenue Service Form 8594 8594, which the Partnership and Contributors shall timely file with the Internal Revenue Service (Asset Acquisition Statement under Section 1060), if required to be filed by the Partnership or Contributors) and (b) that neither Seller nor Buyer they nor their respective affiliates shall Affiliates will take positions inconsistent with such Allocation Allocated Values in any 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 unless required to do so by a final determination as defined in Section 1313 of the Code. NGP, the Contributor Representative and the Partnership shall confer and the Contributors and the Partnership shall cooperate on any Taxes; providedrevisions to the allocation of the Contribution Consideration, however, 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 proceedings in connection consistent with such the agreed allocation.

Allocated Values. (a) Seller and Buyer agree and stipulate that Without limiting or modifying Section 2.7(b), Schedule 2.7 sets forth the Allocated Values set forth on Exhibit C have been established for use where appropriate, including for Seller to provide any required preferential purchase right notifications and in calculating adjustments to agreed allocation of the Base Purchase Price as provided herein. Any adjustments to among the Purchase Price Oil and Gas Properties (other than those made pursuant to Sections 3.2(a)(iv“Allocated Values”), 3.2(b)(v) and 3.2(b)(vi), which shall be applied to the Listed Interests with respect to which such adjustments relate) shall be applied on a pro-rata basis to the amounts set forth on Exhibit C.. (b) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation of that the Base Purchase Price, as adjustedadjusted to include any Adjustments pursuant to Section 2.4, and any other items properly treated as consideration for U.S. federal income tax purposes among the Conveyed Properties (including the Oakfield Assets) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder liabilities assumed by the United States Department of the Treasury (the “Treasury Regulations”) andBuyer under this Agreement, to the extent allowed by applicable Lawproperly taken into account under the Code, in a manner consistent with shall be allocated among the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 10.2 (the “Allocation”). If Seller and Buyer reach an agreement with respect to the Allocation, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation Assets in accordance with Section 1060 of the Code following and the Treasury regulations thereunder (the “Purchase Price Allocation”). The Purchase Price Allocation shall be prepared in a manner that is consistent with the Allocated Values and shall be delivered by Buyer to Seller within one hundred twenty (120) days after the Closing Date for Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller and Buyer shall work in good faith to resolve any adjustment disputes relating to the Purchase Price Allocation within fifteen (15) days. If the Parties are unable to resolve such disputes within fifteen (15) days, such dispute shall be resolved promptly by the Accounting Referee in a manner consistent with the procedures set forth in Section 2.6. If the Base Purchase Price is adjusted pursuant to this AgreementArticle 11, the Purchase Price Allocation shall be adjusted as mutually agreed by Buyer and Seller. Seller and Buyer each agree to report, and (ii) Buyer to cause their respective Affiliates to report, the federal, state and Seller shalllocal income and other Tax consequences of the transactions contemplated herein, and shall cause their affiliates toin particular to report the information required by Section 1060(b) of the Code, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060)) consistent with the Purchase Price Allocation as revised to take into account subsequent adjustments to the Base Purchase Price, and neither Seller nor including any Adjustments pursuant to Section 2.4. Neither Buyer nor their respective affiliates Seller shall take positions any Tax position inconsistent with such Purchase Price Allocation in any audit or other proceedings with respect and neither Buyer nor Seller shall agree to any Taxesproposed adjustment to the Purchase Price Allocation by any Taxing Authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Purchase Price Allocation, and neither Party Buyer nor Seller shall be unreasonably impeded in its ability and discretion required to negotiate, compromise and/or settle litigate before any Tax audit, claim court any proposed deficiency or similar proceedings in connection with adjustment by any Taxing Authority challenging such allocationPurchase Price Allocation.

Allocated Values. For purposes of this Agreement, with respect to each Lease (aor any tract or depth thereof, if applicable) and each Well (solely as to the currently producing formation) the term “Allocated Value” means the amount of the Purchase Price allocated to that Property. The Allocated Value for each such Property is set forth on Exhibit A and B under the column “Allocated Value”. Seller and Buyer agree and stipulate that the Allocated Values set forth on Exhibit C 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. Any adjustments to the Purchase Price (other than those made pursuant to Sections 3.2(a)(iv), 3.2(b)(v) Buyer and 3.2(b)(vi), which shall be applied to the Listed Interests with respect to which such adjustments relate) shall be applied on a pro-rata basis to the amounts set forth on Exhibit C. (b) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation of the Purchase Price, as adjusted, Price and any other items properly treated as consideration for U.S. federal income tax Tax purposes among the Conveyed 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 Value (including the Oakfield Assets“Allocation Schedule”), 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 “Code”) and the regulations promulgated thereunder by the United States Department of the Treasury (the “Treasury Regulations”) and), to the extent allowed by applicable Law, in a manner consistent with the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 10.2 (the “Allocation”). If Seller and Buyer reach an agreement with respect to the Allocation, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the Purchase Price pursuant to this Agreement, and (ii) Buyer and Seller shall, and shall cause their affiliates to, report consistently with the Allocation, as adjusted, Allocation Schedule on all Tax Returns, including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), and neither Seller nor Buyer nor their respective affiliates shall take positions inconsistent with such Allocation in any audit or other proceedings with respect to any Taxes; 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 proceedings proceeding in connection with such allocation.

Allocated Values. (a) Seller and Buyer agree and stipulate that Schedule 2.6 sets forth the Allocated Values set forth on Exhibit C have been established for use where appropriate, including for Seller to provide any required preferential purchase right notifications and in calculating adjustments to agreed allocation of the Base Purchase Price as provided herein. Any adjustments to among the Purchase Price Assets (other than those made pursuant to Sections 3.2(a)(ivthe “Allocated Values”), 3.2(b)(v) and 3.2(b)(vi), which shall be applied to the Listed Interests with respect to which such adjustments relate) shall be applied on a pro-rata basis to the amounts set forth on Exhibit C.. (b) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation that for the purpose of making the Purchase Price, as adjusted, and any other items properly treated as consideration for U.S. federal income tax purposes among the Conveyed Properties (including the Oakfield Assets) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder by the United States Department of the Treasury (the “Treasury Regulations”) and, to the extent allowed by applicable Law, in a manner consistent with the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 10.2 (the “Allocation”). If Seller and Buyer reach an agreement with respect to the Allocation, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation in accordance with requisite filings under Section 1060 of the Code following any adjustment to and the Treasury regulations thereunder, the Base Purchase Price pursuant and any liabilities assumed by Buyer under this Agreement shall be allocated among the Assets, consistent with the Allocated Values set forth on Schedule 2.6 hereto (the “Purchase Price Allocation”). Seller and Buyer each agree to this Agreementreport, and (ii) Buyer to cause their respective Affiliates to report, the federal, state and Seller shalllocal income Tax consequences of the transactions contemplated herein, and shall cause their affiliates toin particular to report the information required by Section 1060(b) of the Code, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service and to prepare Form 8594 (Asset Acquisition Statement under Section 1060) consistent with the Purchase Price Allocation as revised to take into account subsequent adjustments to the Base Purchase Price, including any adjustments pursuant to Section 2.3 or payments under Article 4 (treated as adjustments pursuant to Section 4.5), and neither Seller nor . Neither Buyer nor their respective affiliates Seller shall take positions any position inconsistent with such Purchase Price Allocation in any audit or other proceedings with respect and neither Buyer nor Seller shall agree to any Taxesproposed HOU:0103160/00024:1726362v2 adjustment to the Purchase Price Allocation by any Governmental Authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Purchase Price Allocation, and neither Party Buyer nor Seller shall be unreasonably impeded in its ability and discretion required to negotiate, compromise and/or settle litigate before any Tax audit, claim court any proposed deficiency or similar proceedings in connection with adjustment by any Governmental Authority challenging such allocationPurchase Price Allocation.