Common use of Asset Taxes Clause in Contracts

Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (A) any period ending prior to the Effective Time and (B) the portion of any Straddle Period that ends immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference.

Asset Taxes. Seller Grantor shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Grantor) shall be allocated to and borne by BuyerGrantee. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Grantor’s responsibility) and from and after the Effective Time (which shall be Grantee’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is preparedClosing, as applicable, Buyer Grantee and Seller Grantor shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02Taxes. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share Upon determination of the actual amount of such Asset Tax determined pursuant Taxes, Grantor shall pay to Grantee to the foregoing provisions extent not taken into account in the final statement of this Section 9.02, then Seller shall promptly pay Buyer an the Consideration Amount any additional amount necessary to equal to such difference or (y) more than SellerGrantor’s share of the actual Asset Taxes. In the event the amount of such Asset Tax, determined pursuant Taxes paid by Grantor or included as a reduction to the foregoing provisions Consideration Amount at Closing exceeds Grantor’s share of Asset Taxes, Grantee shall pay the amount of any such overage to Grantor. Any allocation of Asset Taxes between the Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference12.3.

Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (Aa) any period ending prior to the Effective Time and (Bb) the portion of any Straddle Period that ends immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Asset Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1A) the amount of such Asset Taxes multiplied by (2B) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. Notwithstanding anything to the contrary in this Agreement, any ad valorem, property or similar Asset Taxes assessed on or measured by the deemed value of an Asset that is determined, pursuant to applicable law, from the prior production of Hydrocarbons therefrom, shall be allocated and deemed attributable to the period in which the relevant production of Hydrocarbons occurred, regardless of whether such Asset Tax is assessed, imposed or payable in a later period. Such Asset Taxes described in the preceding sentence that are attributable to production occurring in the taxable period that includes the Effective Time shall be prorated based on the amount of production occurring in such period prior to the Effective Time, on the one hand, and the amount of production occurring in such period on and after the Effective Time, on the other hand, with the amount of such Asset Taxes allocable to the portion of the period ending immediately prior to the Effective Time being the responsibility of Seller and the remainder being the responsibility of Buyer. To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), 12.01(b)(i) and 12.0212.01(c)(i). If, at the time the actual amount of an Asset Tax Final Statement is determinedprepared, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share (or an estimate thereof) of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference pursuant Section 12.01(c)(i) (the “Seller Additional Asset Taxes”) or (y) more than Seller’s share (or an estimate thereof) of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differencedifference pursuant to Section 12.01(b)(i) (the “Buyer Additional Asset Taxes”).

Asset Taxes. 9.2.1 Seller shall retain responsibility for for, and shall bear and pay, all ad valorem, property, excise, sales, use severance, production or similar Taxes (including any interest, fine, penalty or additions to Tax imposed by a governmental authority in connection with such Taxes) based upon operation or ownership of the Properties or the production of Hydrocarbons therefrom (“Asset Taxes Taxes”) for (Ai) any period ending prior to the Effective Time Time, and (Bii) the portion of any Tax period beginning before and ending after the Effective Time (a “Straddle Period that ends Period”) ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Properties arising on or after the Effective Time (including all Straddle Period Asset Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, to the extent not taken into account under Section 2.2, payments will be made to cause the appropriate party to bear the Asset Taxes allocable to such Person under this Section 9.2.1. For purposes of allocation between Seller and Buyer the parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxesbasis, be deemed equal to the amount that would be payable if the tax Tax year or period ended immediately prior to the Effective Time; and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Period. To period beginning on the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceEffective Time.

Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (A) any period ending prior to All Asset Taxes shall be prorated between Buyer and Seller as of the Effective Time and (B) the portion of any Straddle Period for all taxable periods that ends immediately prior to include the Effective Time. All Asset Taxes with respect attributable to periods, including partial periods, prior to the ownership or operation of Effective Time are the Assets arising on or obligation of, and shall be borne by, Seller. All Asset Taxes attributable to periods, including partial periods, from and after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller The Base Purchase Price shall be adjusted as provided in Section 3.1(A)(iii) and Buyer of Asset Taxes that are payable Section 3.1(B)(ii) with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount proration of Asset Taxes for purposes of Sections 10.02(a)(ii)the Current Tax Period that are paid prior to the Closing Date. With respect to Asset Taxes for the Current Tax Period that are not paid prior to the Closing Date, 10.02(b)(iii), and 12.02. If, at a proration shall be made between the time the actual amount of Parties as an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Base Purchase Price pursuant to Section 3.1(B)(iv) based on the best current information available as of Closing, subject to further adjustment in the Post-Closing Adjustment Statement based on then-current information. If actual Asset Taxes with respect to such the Current Tax Period (“Actual Asset Tax made Taxes”) are greater than the amounts estimated for purposes of the Post-Closing Adjustment Statement pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, 3.3 (the amount of any adjustment to the Purchase Price with respect to such “Estimated Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02Taxes”), then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than the “Underestimated Amount”), multiplied by a fraction, the numerator of which is the number of days in the Current Tax Period which are prior to the Effective Time and the denominator of which is the total number of days in the Current Tax Period (“Seller’s share Pro Rata Share”). Seller shall pay such amount to Buyer within ten (10) business days of the actual amount Seller’s receipt of such Buyer’s invoice therefor. If Actual Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02Taxes are less than Estimated Asset Taxes, then Buyer shall promptly pay Seller an amount equal to such differencedifference (the “Overestimated Amount”) multiplied by Seller’s Pro Rata Share. Buyer shall pay such amount to Seller within ten (10) business days after Buyer’s receipt of statements setting out the amount of Actual Asset Taxes.

Asset Taxes. Seller shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Seller’s responsibility) and from and after the Effective Time (which shall be Buyer’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicableClosing, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes Taxes. Upon determination of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determinedTaxes, Seller shall pay to Buyer to the amount extent not taken into account in the final statement of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect any additional amount necessary to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than equal Seller’s share of the actual Asset Taxes. In the event the amount of such Asset Tax determined pursuant Taxes paid by Seller or included as a reduction to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Purchase Price at Closing exceeds Seller’s share of Asset Taxes, Buyer shall pay the actual amount of any such overage to Seller. Any allocation of Asset Tax, determined pursuant to Taxes between the foregoing provisions of Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference12.3.

Asset Taxes. Seller Grantor shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Grantor) shall be allocated to and borne by BuyerGrantee. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Grantor’s responsibility) and from and after the Effective Time (which shall be Grantee’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is preparedClosing, as applicable, Buyer Grantee and Seller Grantor shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02Taxes. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share Upon determination of the actual amount of such Asset Tax determined pursuant Taxes, Grantor shall pay to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an Grantee any additional amount necessary to equal to such difference or (y) more than SellerGrantor’s share of the actual Asset Taxes. In the event the amount of Asset Taxes paid by Grantor exceeds Grantor’s share of Asset Taxes, Grantee shall pay the amount of any such overage to Grantor. Any allocation of Asset Tax, determined pursuant to Taxes between the foregoing provisions of Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference10.3.

Asset Taxes. Seller Grantor shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Grantor) shall be allocated to and borne by BuyerGrantee. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Grantor’s responsibility) and from and after the Effective Time (which shall be Grantee’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is preparedClosing, as applicable, Buyer Grantee and Seller Grantor shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02Taxes. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share Upon determination of the actual amount of such Asset Tax determined pursuant Taxes, Grantor shall pay to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an Grantee any additional amount necessary to equal to such difference or (y) more than SellerGrantor’s share of the actual Asset Taxes. In the event the amount of Asset Taxes paid by Grantor exceeds Grantor’s share of Asset Taxes, Grantee shall pay the amount of any such overage to Grantor. Any allocation of Asset Tax, determined pursuant to Taxes between the foregoing provisions of Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference12.3.