Allocation of Base Purchase Price. Sellers and Buyer agree that the Base Purchase Price shall be allocated among the Assets as set forth on Exhibit “C” (the “Allocated Values”) for the purpose of (i) providing notices, or obtaining waivers, of any preferential rights to purchase the Assets, (ii) determining the value of a Title Defect, and (iii) handling those instances for which the Base Purchase Price is to be adjusted.
Allocation of Base Purchase Price. Exhibit C attached hereto sets forth (i) the working interests and associated net revenue interests attributable to all Xxxxx listed on Exhibit B, and (ii) the number of the Net Mineral Acres. Seller and Buyer agree that the Base Purchase Price shall be allocated among the Assets as set forth on Exhibit “C” (the “Allocated Values”) for the purpose of (i) providing notices, or obtaining waivers, of any Preferential Purchase Rights, (ii) determining the value of a Title Defect, and (iii) handling those instances for which the Base Purchase Price is to be adjusted. Seller and Buyer also agree that for the purpose of making the requisite filings under Section 1060 of the Code and the Treasury regulations thereunder, the Base Purchase Price and any liabilities assumed by Buyer under this Agreement shall be allocated among the Assets, consistent with the Allocated Values set forth on Exhibit “C” (the “Purchase Price Allocation”). Seller and Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, 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, including any adjustments pursuant to Section 3.3, and shall not take any position inconsistent therewith upon examination of any Tax return, in any refund claim, in any litigation, investigation or otherwise, unless required to do so by applicable Law after notice to and discussions with the other Party, or with such other Party’s prior consent; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Authority based on the purchase price allocation agreed to by the Parties pursuant to this Section 3, and no Party will be required to litigate any proposed adjustment by any Governmental Authority challenging such purchase price allocation. Buyer shall prepare a draft of the Form 8594 and provide such draft to Seller at least sixty (60) days prior to the Form 8594 filing due date so that Seller may review and comment prior to the Parties’ filing of the Form 8594.
Allocation of Base Purchase Price. Buyer has allocated the Base Purchase Price to the Properties by various categories. These categories and the allocations thereto are shown on Exhibit E and have been made in good faith by Buyer and may be relied upon by Seller for all purposes of this Agreement.
Allocation of Base Purchase Price. An Allocation of the Base Purchase Price to each material individual part of the Interests to be acquired hereunder is attached hereto as Exhibit L (including an Allocation for non-investment account balances such as gas-production-imbalance accounts and, as required for compliance with applicable law, for equipment or other items). The Allocations will be used (a) to notify holders of preferential rights of Buyer’s offer; (b) to collect taxes, to the extent required by law and as provided in Article 10; (c) as a basis for adjustments to the Base Purchase Price; and (d) as otherwise provided in this Agreement.
Allocation of Base Purchase Price and Assumed Liabilities 4 1.6 The Closing 4 1.7 No Apportionment 5 2. Representations of the Seller 5
Allocation of Base Purchase Price. Exhibit C attached hereto sets forth (i) the working interests and associated net revenue interests attributable to the Xxxxx listed on Exhibit “B” and (ii) the number of Net Mineral Acres covered by each Lease. Seller and Buyer agree that the Base Purchase Price shall be allocated among the Assets as set forth on Exhibit “C” (the “Allocated Values”) for the purpose of (i) providing notices, or obtaining waivers, of any Preferential Purchase Rights, (ii) determining the value of a Title Defect, and (iii) calculating the amount of the adjustment to be made to the Base Purchase Price pursuant to the terms of this Agreement.
Allocation of Base Purchase Price. Each party hereto represents, warrants, covenants and agrees with each other party hereto that the Base Purchase Price shall be allocated among the classes of Assets for each Station as agreed by the parties within sixty (60) days after the date hereof; provided, however, that if the parties are unable to agree on such allocation within such sixty (60) day period, each party shall have the right to allocate the classes of Assets for each Station based upon its own determination. The parties agree, pursuant to Section 1060 of the Code, that the Base Purchase Price shall be allocated in accordance with this Section 2.7, and that all Tax returns and reports shall be filed consistent with such allocation. The parties acknowledge and agree that the payment of the Purchase Price as contemplated herein does not reflect the allocation among the classes of Assets for each Station as determined pursuant to this Section 2.7. Notwithstanding any other provision of this Agreement, the provisions of this Section 2.7 shall survive the Closing Date without limitation.
Allocation of Base Purchase Price. XTO Energy has delivered to Buyer an allocation form, which Buyer executed and returned to XTO Energy prior to the execution of this Agreement, reflecting an Allocation of the Base Purchase Price to each individual part of the Interests listed on the form (including an Allocation for non-investment account balances such as gas-production-imbalance accounts and, as required for compliance with applicable law, for equipment or other items). Buyer will make reasonable Allocations, in good faith, and XTO Energy may rely on the Allocations for all purposes. The Allocations will be used (a) to notify holders of preferential rights of Buyer’s offer; (b) to collect taxes, to the extent required by law and as provided in Article 10; (c) as a basis for adjustments to the Base Purchase Price; and (d) as otherwise provided in this Agreement. XTO Energy, solely at its discretion, may rely on these allocations and reserves the right to review the Allocation.
Allocation of Base Purchase Price. The parties agree that the Base Purchase Price shall be allocated among the Assets and the Trademark License Agreement as set forth in Schedule 2.2. The Buyer and the Seller agree that the allocations set forth in Schedule 2.2 were bargained for and negotiated. The Buyer and the Seller agree to prepare and file all tax returns in a manner consistent with the allocations provided herein. The Buyer and the Seller shall each provide to the other for review a copy of their reports with respect to this transaction pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, at least ten (10) business days prior to its submission to the Internal Revenue Service. In the event that the Internal Revenue Service shall require a change in such allocations, neither party shall be liable for the tax consequences to the other party of such change.
Allocation of Base Purchase Price. As to the Chandeleur Interests, Seller has delivered to Buyer or will, not less than three (3) days before Closing, deliver to Buyer the Allocation provided for by Section 2.02 of the Manti Agreement. As to the Brazos Interests, the Galveston Interests, and the High Island Interests, Buyer has delivered or will deliver prior to the Closing to Seller an Allocation of the Base Purchase Price to each individual part of such Interests, respectively (including an Allocation for non-investment account balances such as gas-production-imbalance accounts, as required for compliance with applicable law, for equipment or other items, and including an Allocation for the option on the Option Well). Buyer will make reasonable allocations, in good faith, and Seller may rely on the Allocations for all purposes. The Allocations will be used (a) to notify holders of preferential rights of this transaction; (b) to collect taxes, to the extent required by law and as provided in Article 10; (c) as a basis for adjustments to the Base Purchase Price for the Interests; and (d) as otherwise provided in this Agreement
