Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.
Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocations.
Allocation of the Purchase Price. Prior to Closing, Buyer and Seller --------------------------------- shall agree to an allocation of the Purchase Price. Buyer and Seller shall use such allocation for all reporting purposes in connection with federal, state and local income and, to the extent permitted under applicable law, franchise taxes. Buyer and Seller agree to report such allocation to the Internal Revenue Service in the form required by Treasury Regulation 1.1060-1T.
Allocation of the Purchase Price. The Purchase Price shall be allocated amongst the Assets as provided in Schedule A attached hereto, and each party shall file in a manner consistent therewith (i) the reports required under Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their respective Federal, state and local tax returns.
Allocation of the Purchase Price. Buyer and Seller have allocated the Purchase Price among the Assets as set forth on Exhibit B. The value so allocated to a particular Asset may be referred to as the “Allocated Value” for that Asset. The undeveloped locations specifically described on Exhibit B shall be included in the term “Assets.”
Allocation of the Purchase Price. The Preliminary Purchase Price shall be allocated among the Leases and equipment included in the Assets in accordance with the allocations set forth on Schedule B. Any adjustments to the purchase price under Section 2.4 shall correspondingly (as appropriate) adjust the allocations set forth on Schedule B.
Allocation of the Purchase Price. (1) Buyer shall prepare a proposed allocation of the Purchase Price among the Assets in accordance with Section 1060 of the Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (60) days following the Closing Date (“Proposed Allocation Statement”). Seller shall provide to Buyer in writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto.
Allocation of the Purchase Price. (a) The Purchase Price shall be allocated among the Seller Assets as set forth on Schedule 3.4.
Allocation of the Purchase Price. The Purchase Price will be allocated in accordance with Schedule 3.3. The Parties will cooperate with their respective accounting and tax agents to report the allocation of the Purchase Price among the Assets to the appropriate taxing authorities as set forth in Schedule 3.3.
Allocation of the Purchase Price. The Purchase Price shall be allocated among the Properties as set forth on Exhibit A-1 or Exhibit A-2, as applicable. The value so allocated to a particular Property may be referred to as the “Allocated Value” for that Property. Buyer and Sellers agree that the Allocated Value attributable to each of the Properties is attributed thereto for the sole purpose of adjusting the Purchase Price in respect of Title Defects, and in no event shall such value be deemed controlling for any other purpose (including tax purposes) or be deemed by Buyer, Sellers or any Third Party to be a representation or warranty of any kind by either Party or by any Person as to the productive capacity, quantity of reserves or actual value attributable to such Property.
