Common use of Purchase Price Allocations Clause in Contracts

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.7.

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent Purchaser and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent Purchaser in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following ParentPurchaser’s receipt of any such notice of objection, each of Parent Purchaser and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any no liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent Purchaser within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent Purchaser shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.79.7. Any adjustments to the Purchase Price pursuant to Section 8.5 shall be allocated in a manner consistent with the Allocation Schedule (if the Allocation Schedule is being used pursuant to the provisions of this Section 9.7).

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated among the (i) Sites, (ii) the Facility, (iii) the various items of equipment and personal property included in the Assets, (iv) the other Assets and (v) the Land Newco Shares and Pipeline Newco Shares in the manner and in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule respective values set forth in SCHEDULE 3.6. Within ten (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (4510) days after the receipt execution and delivery of the Allocation Schedule this Agreement by PHMDBuyers and Seller, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser Buyers shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and deliver to Seller a proposed SCHEDULE 3.6 setting forth the foregoing allocations of the Purchase Price. The allocations of the Purchase Price in SCHEDULE 3.6 shall be in sufficient detail to permit the determination and calculation of all sales, use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocationsimilar Taxes, a “Separate Allocation”) if any, which may be due on portions of the Assets in connection with this transaction. The allocations of the preparation Purchase Price in the SCHEDULE 3.6 prepared and filing delivered by Buyers shall be subject to Seller's approval, which approval will not be unreasonably withheld, conditioned or delayed. Upon the approval by Seller and Buyers of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority SCHEDULE 3.6 pursuant to the extent that such Tax arises as foregoing, said approved SCHEDULE 3.6 shall be attached to and incorporated in this Agreement for all purposes. If any adjustment is made to the Purchase Price pursuant to Section 3.3 or 3.5, a result corresponding adjustment shall be made to the portion(s) of the inconsistencies between Purchase Price allocated to the Separate Allocations. If no written objection is delivered by PHMD to Parent within affected Asset(s) in the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the PartiesSCHEDULE 3.6. The Parties shall file (and shall cause their Affiliates to file) all not take a federal or state Tax Returns (including amended returns and claims for refund) in a manner consistent reporting position inconsistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures allocations set forth in this Section 8.7on SCHEDULE 3.6.

Purchase Price Allocations. The Parties For a period of 90 days following the Closing, Seller and Purchaser shall attempt to agree that on the Purchase Price allocation of the aggregate purchase price among the various classes of the assets purchased pursuant hereto (plus other relevant items) shall be allocated in accordance with as such classes are defined for purposes of Section 1060 of the Code among and the Transferred Assets for all Tax purposes as shown Treasury Regulations thereunder); provided, however, if the parties cannot agree on a mutually satisfactory allocation within such 90 day period, a mutually selected independent accounting firm shall, at Seller’s and Purchaser’s joint expense, determine the appropriate allocation, which determination shall be binding on the allocation schedule (the “Allocation Schedule”)parties. A draft of the Allocation Schedule The parties shall be prepared by Parent and delivered attempt to PHMD cause such independent accounting firm to complete such determination within sixty (60) 90 days following the Closing Date. IfNo later than 30 days prior to the filing thereof, within forty-five Seller and Purchaser each shall deliver to the other party a copy of Internal Revenue Service Form 8594 (45) days after the receipt including, with respect to any portions of the Allocation Schedule purchase price paid by PHMDPurchaser and received by Seller in taxable years following the year in which the Closing occurs, PHMD notifies Parent any supplemental asset acquisition statement on Form 8594 as described in writing that PHMD objects Treasury Regulations Section 1.1060-1(e)(1)(ii)(B)) and any required exhibits thereto, setting forth the allocation as agreed to one by Seller and Purchaser or more items reflected in determined by such independent accounting firm (the Allocation Schedule, PHMD “Allocation”). Seller and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to (i) be bound by the Allocation Schedule within thirty for all Tax purposes; (30ii) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and Tax Returns, claims for refundTax refunds and supplemental asset acquisition statements described in the preceding sentence) and information reports in a manner consistent with the Allocation Schedule if Allocation; and (iii) take no position inconsistent with the Allocation is agreed to (in any Tax Return, any proceeding before any Taxing Authority or deemed agreed to), as the case may be otherwise unless required pursuant to a “determination” within the procedures set forth in this meaning of Section 8.71313 of the Code.

Purchase Price Allocations. The Parties agree As promptly as practicable following the date hereof, Sellers and Purchaser shall jointly engage the Valuation Firm to determine, and shall use their reasonable best efforts to cause the Valuation Firm to determine prior to the Closing Date, the amount of the anticipated As-Adjusted Amount that the Purchase Price (plus other relevant items) shall would be allocated in accordance with Section 1060 to the equity interests of Prairie LLC and any assets owned thereby (the “Prairie Allocation Amount”), which Prairie Allocation Amount shall not exceed $430,000,000. Following the determination of the Code Prairie Allocation Amount by the Valuation Firm, Sellers may amend the Reorganization Plan with respect to the pre-Closing transactions involving Prairie LLC; provided that such amendment shall not cause the Sellers to hold collectively less than all of the equity interests of Prairie LLC and shall not adversely affect the Purchaser and its Subsidiaries (including by decreasing Purchaser’s tax basis in Prairie LLC or any assets owned by Prairie LLC), as of immediately following the Closing. Within 120 days after Closing, Purchaser shall engage the Valuation Firm to prepare an allocation of the As-Adjusted Amount and any assumed liabilities, for tax purposes, among the Securities and the assets of the Transferred Assets for all Tax purposes as shown on the allocation schedule Group (the “Allocation Schedule”). A draft of the ) and shall deliver such Allocation Schedule to Sellers; provided that the aggregate amount allocated to the equity interests of Prairie LLC and any assets owned thereby shall be prepared by Parent the Prairie Allocation Amount. Sellers shall have the opportunity to review and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in comment upon the Allocation Schedule, PHMD and Sellers and Purchaser shall negotiate will attempt in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to agree upon the Allocation Schedule within thirty (30) 90 days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt delivery of the Allocation Schedule, . If Sellers and Purchaser are unable to agree on the Allocation Schedule as prepared by Parent within such 90-day period, they shall deemed promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be accepted performed by PHMD and the Independent Accounting Firm shall be borne equally by Sellers on the one hand, and Purchaser on the other hand. The Allocation Schedule, as agreed by the Parties or determined by the Independent Accounting Firm, as applicable (the “Final Allocation Schedule”), shall be conclusive and binding upon the on all Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Final Allocation Schedule if the Allocation is agreed to (or deemed agreed to)shall be adjusted, as the case may be pursuant necessary, to reflect any subsequent adjustments to the procedures set forth As-Adjusted Amount. Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that, to the extent there are no such assets, such adjustment shall be allocated pro rata among the Securities, with any amount allocated to the equity interests of NewCo and Prairie LLC being further allocated pro rata among all of the assets of the Transferred Group. Except as provided in this Section 8.72.5, Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns in accordance with the Final Allocation Schedule, if any. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Final Allocation Schedule, if any, on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “"Allocation Schedule”"). A draft of the Allocation Schedule shall be prepared by Parent Purchaser and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent Purchaser in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s Purchaser's receipt of any such notice of objection, each of Parent Purchaser and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “"Separate Allocation”") in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any no liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent Purchaser within the forty-five (45) day period after PHMD’s 's receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent Purchaser shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.79.7. Any adjustments to the Purchase Price pursuant to Section 8.5 shall be allocated in a manner consistent with the Allocation Schedule (if the Allocation Schedule is being used pursuant to the provisions of this Section 9.7).