Common use of Tax Allocation Clause in Contracts

Tax Allocation. Buyer and Seller shall cooperate in good faith in allocating the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes among the Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Tax Allocation”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the Tax Allocation shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation shall be revised in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the Tax Allocation for Income Tax purposes unless required by Law or with the consent of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocation.

Tax Allocation. Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller shall cooperate in good faith in allocating a draft allocation of the Adjusted Base Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes among the Assets (including the assets of the Trust attributable adjusted pursuant to the Subject Trust Units)Section 3.3, consistent prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations issued thereunder (the and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Tax Purchase Price Allocation”). To Within ten (10) days after the extent consistent with Code Section 1060 receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and any Treasury Regulations promulgated thereunderin the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Tax Allocation shall be consistent Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as adjusted to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for any changes all Tax purposes (including changes to the Allocated Values). The Tax Allocation shall be revised filing of Internal Revenue Service Form 8594) in a manner consistent with Section 1060 such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the Code other Party may reasonably request to take into account assist in the preparation of any further adjustments filings relating to the Adjusted Purchase Price allocation, pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the Tax Allocation for Income Tax purposes unless required by Law or with the consent of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocation3.5.

Tax Allocation. Buyer Prior to the Closing, Seller and Seller Purchaser shall cooperate in good faith in allocating the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes among the Assets (including the assets to determine a reasonable allocation of the Trust attributable total consideration paid for the Transferred Assets, as finally determined pursuant to the Subject Trust UnitsSection 2.1(d), consistent Section 2.1(i) and Section 3.3, in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Purchase Price Allocation”). To the extent consistent with Code Section 1060 Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations promulgated thereunderor the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), the Tax Allocation shall which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to . Seller and Purchaser shall file timely such forms and statements with the Allocated Values)Internal Revenue Service or other Governmental Authority. The Tax Purchase Price Allocation shall be revised in a manner consistent with Section 1060 of the Code appropriately adjusted to take into account any further adjustments subsequent payments under this Agreement and any other subsequent events required to the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement taken into account under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) 1060 of the Code. Each Party agrees Seller and Purchaser shall not to file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Tax Allocation for Income Tax purposes unless required by Law or with the consent of the other PartyPurchase Price Allocation; provided, however, that nothing contained herein neither Seller nor Purchaser shall prevent either Party from settling be obligated to litigate any proposed deficiency or adjustment challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority relating to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the Tax Allocationstate of, and neither Party shall be required to litigate before any court any proposed deficiency discussion, proposal or adjustment by any Governmental Authority challenging submission with respect to, such Tax Allocationchallenge.

Tax Allocation. Buyer and Seller shall cooperate in good faith in allocating the Adjusted The Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes among the Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Tax Allocation”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the Tax Allocation shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation shall be revised allocated in a manner consistent accordance with Section 1060 of the Code to take into account any further adjustments to among the Adjusted Purchase Price pursuant to this AgreementTimberlands, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Buyer Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Internal Revenue Service pursuant Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the requirements extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 1060(b37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the Codefees and expenses of such accounting firm. Each Party agrees not Except to take the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Tax Final Allocation for Income Tax purposes unless required by Law or agreed to in accordance with the consent of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationthis Agreement.

Tax Allocation. Buyer The Selling Group and Seller shall cooperate in good faith in allocating Purchaser acknowledge that the Adjusted Purchase Price and any other items properly purchase of the Company contemplated by this Agreement will be treated for income tax purposes as consideration for U.S. federal income Tax purposes among the Assets (including purchase of the assets of the Trust attributable to the Subject Trust Units), consistent Company. The Purchase Price shall be allocated in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state or local law, as appropriate). Within twenty (20) days after the Final Statement is finalized in accordance with Section 2.3, Purchaser shall provide Seller with an allocation of the Purchase Price in accordance with this Section 8.6 (the “Tax Purchase Price Allocation”). Seller shall have fifteen (15) days from receipt of said Purchase Price Allocation to review and approve the Purchase Price Allocation. To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the Tax Allocation shall be consistent Seller disagrees with the Purchase Price AllocationAllocation or any items therein, Seller shall notify Purchaser in writing within such fifteen (15) day period as adjusted for any changes (including changes prescribed by the immediately preceding sentence. The parties shall thereafter endeavor in good faith to resolve such dispute and to the Allocated Values). The Tax Allocation extent they are unable within ten (10) Business Days, such dispute shall be revised resolved in a manner consistent accordance with the dispute resolution procedures provided for in Section 1060 of 2.3. To the Code to take into account any further adjustments to extent the Adjusted Purchase Price is adjusted pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax the Purchase Price Allocation shall be reflected on a completed adjusted in accordance with the methodology as agreed to by the parties herein or as finally determined by the Expert. The parties shall be bound by the finally agreed Purchase Price Allocation and the parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns (including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 10608594) which will be timely filed separately by Seller in all respects and Buyer for all purposes consistent with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Codesuch allocation. Each No Party agrees not to may take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Tax Allocation for Income Tax purposes such allocation unless required to do so by a change in Law occurring after the date hereof, a closing agreement with an applicable Taxing Authority or with the consent a final non-appealable judgment of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any a court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationof competent jurisdiction.

Tax Allocation. Buyer Within 60 calendar days following the Closing, Purchasers shall deliver to South Central Seller a draft allocation of the aggregate consideration (including any assumed liabilities and Seller shall cooperate in good faith in allocating the Adjusted Purchase Price and any other relevant items properly treated as consideration for U.S. federal income Tax purposes tax purposes) for the Interests among the Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent with the principles Acquired Companies for purposes of Section 1060 of the Code and the Treasury Regulations thereunder (the “Tax AllocationAllocation Schedule”). To Within 30 calendar days after the extent consistent with Code Section 1060 and date of the delivery of such draft Allocation Schedule to South Central Seller, South Central Seller shall propose to Purchasers any Treasury Regulations promulgated thereunder, the Tax Allocation shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values)allocation set forth in the draft Allocation Schedule. South Central Seller and Purchasers shall cooperate in good faith to mutually agree on any contested items and shall revise the Allocation Schedule to reflect any such agreement. The Parties shall act in accordance with the agreed-upon Allocation Schedule in the preparation, filing and audit of any Tax Return and no party shall file any Tax Return or otherwise take any position for Tax purposes that is inconsistent with the agreed-upon Allocation shall be revised in Schedule unless otherwise required by a manner consistent with “determination” within the meaning of Section 1060 1313(a) of the Code to take into account (or any further adjustments to the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements similar provision of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the Tax Allocation for Income Tax purposes unless required by Law applicable U.S. state or with the consent of the other Partylocal or non-U.S. Law); provided, however, that nothing contained herein shall prevent either prohibit a Party from settling any proposed deficiency or adjustment by any Governmental Taxing Authority relating to based upon or arising out of the Tax Allocationallocation, and neither Party South Central Seller nor Purchasers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority taxing authority challenging the allocation. Notwithstanding the foregoing, if the Parties do not agree on an Allocation Schedule within 120 days after the date of delivery of the Allocation Schedule by the Purchasers, the Parties will each prepare their own allocation of the purchase price among the assets to be used by such Tax AllocationParty and its Affiliates, provided such allocation is reasonable and in accordance with the Code and the Treasury Regulations promulgated thereunder.

Tax Allocation. Buyer and Seller shall cooperate in good faith in allocating (a) Annex C attached hereto sets forth an allocation of the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax tax purposes among the Assets (including a) the assets of Masco Cabinetry LLC and Masco Cabinetry Middlefield LLC and (b) the Trust attributable equity interests of KraftMaid Services India Private Limited (the “Closing Tax Allocation Statement”). No later than sixty (60) days after the date on which the Final Closing Statement becomes conclusive, but in no event earlier than ninety (90) days from Closing, Seller shall deliver to Buyer its IRS Form 8594 (and any corresponding form under applicable state or local law) allocating the Subject Trust Units), consistent Purchase Price (as adjusted pursuant to ‎‎Section 2.06 and together with the principles any other items of consideration properly taken into account under Section 1060 of the Code Code) among such assets in accordance with Section 1060 of the Code, the applicable Treasury regulations promulgated thereunder and the Treasury Regulations thereunder any similar provision of applicable state, local or non-U.S. Law (the “Tax AllocationSeller Form 8594”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the Tax Allocation The Seller Form 8594 shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation shall be revised prepared in a manner consistent with Section 1060 of the Code to take into account allocation set forth in the Closing Tax Allocation Statement, except (x) for any further adjustments to reflect any adjustment to the Adjusted Purchase Price pursuant to made under this Agreement, including any indemnification payments pursuant (y) the allocations of purchase price to Article XIIreal estate and to property, plant and equipment shall be determined in accordance with the Closing Real Estate Valuation and the Closing PPE Valuation, respectively and (z) the amount of the portion of the total purchase price attributable to the Preferred Stock shall be determined in accordance with the Closing Preferred Stock Valuation. The Buyer, Seller and each of their respective Affiliates shall file all Tax Returns in a manner consistent with the Closing Tax Allocation shall be reflected on a completed Internal Revenue Service Statement, the Closing Real Estate Valuation, the Closing PPE Valuation, the Closing Preferred Stock Valuation and the Seller Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) none of the Code. Each Party agrees not to parties will voluntarily take any position inconsistent with the Tax Allocation for Income Tax purposes unless required by Law such statements in any inquiry, assessment, action, proceeding, audit or with the consent of the other Party; providedsimilar event relating to Taxes, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment except upon a contrary final determination by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationapplicable Taxing Authority.

Tax Allocation. Buyer and Seller Within one hundred twenty (120) days after the Closing, Purchaser shall cooperate in good faith in deliver to RI a schedule allocating the Adjusted portion of the Total Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes attributed on Schedule 2.2(a) to Rexam Closures LLC among the Assets (including the assets of Rexam Closures LLC, allocating the Trust attributable portion of the Total Purchase Price attributed on Schedule 2.2(a) to Rexam Closure Systems LLC among the assets of Rexam Closure Systems LLC and allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to the Subject Trust Units), consistent with the principles assets of Section 1060 of the Code Rexam Guernsey and the Treasury Regulations thereunder Rexam UK set forth on Exhibit 2 among such assets (the “Tax Allocation”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the Tax The Allocation shall (i) be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation shall be revised reasonable and prepared in a manner consistent accordance with Section 1060 of the Code Code, and the regulations thereunder and (ii) include an allocation between the real property and the tangible personal property of Rexam Closures LLC and Rexam Closure Systems LLC. If RI approves of the Allocation, it shall promptly return an executed copy thereof to take into account any further adjustments Purchaser. If RI in good faith disapproves of the Allocation, Purchaser and RI agree to promptly negotiate in good faith an allocation agreeable to both Purchaser and RI. If Purchaser and RI are unable to agree on an allocation, the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation procedures set forth in Section 2.3(d) shall be reflected on a completed used, mutatis mutandis, with the disagreement by RI being treated as the “Selling Parties’ Objection.” Purchaser and the Selling Parties agree to adopt and utilize the amounts so allocated (as agreed by the Parties or as determined by the CPA Firm) for purposes of filing Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which and all federal, state, local and other Tax Returns filed by them and that they will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to voluntarily take any position inconsistent therewith upon examination of any such Tax Return, in any claim, in any litigation or otherwise with the respect to such Tax Allocation for Income Tax purposes Returns, unless otherwise required by Law or with the consent of to do so pursuant to Applicable Law. The Selling Parties and Purchaser agree to provide the other Party; provided, however, that nothing contained herein shall prevent either Party from settling promptly with any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be other information required to litigate before complete Internal Revenue Service Form 8594. Notwithstanding any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationother provisions of this Agreement, the foregoing agreement shall survive the Closing without limitation.

Tax Allocation. Buyer The Adjusted Closing Payment payable to Seller, together with all assumed liabilities and Seller shall cooperate in good faith in allocating the Adjusted Purchase Price and any other items properly treated as consideration capitalized costs for U.S. federal income Tax purposes purposes, will be allocated among the Assets (including Companies and the assets of the Trust attributable to the Subject Trust Units), consistent Companies for all Tax purposes in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodology (the “Tax Allocation Methodology”) set forth on Schedule 7.6 (the “Allocation”). To No later than thirty (30) days after the extent consistent determination of the final determination of the Adjusted Closing Payment pursuant to Section 2.4, Purchaser will provide Seller with Code Section 1060 and a draft schedule of the Allocation prepared in accordance with the Allocation Methodology (the “Draft Allocation Schedule”). If Seller objects to any Treasury Regulations promulgated thereunderitem on such Draft Allocation Schedule, Seller shall, within thirty (30) days after delivery of such Draft Allocation Schedule, notify Purchaser in writing that Seller so objects, describing with reasonable detail any such item, including the Tax Allocation factual or legal basis for any such objection. If a notice of objection shall be consistent with duly delivered, Purchaser and Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If such notice of objection is not so duly delivered, or if Purchaser and Seller are able to agree on a resolution on all disputed items in the Purchase Price AllocationDraft Allocation Schedule, then the Draft Allocation Schedule, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation shall be revised in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price initially prepared by Purchaser pursuant to this AgreementSection 7.6 or as modified in accordance with such resolution, including shall be the final determination of the Allocation (the “Final Allocation Schedule”). If Purchaser and Seller are unable to agree on a resolution to any indemnification payments disputed items within ten (10) Business Days after the expiration of the foregoing thirty (30) day period, such unresolved disputed items shall be submitted to the Accountant for resolution in accordance with the dispute resolution procedures set forth in Section 2.4, mutatis mutandis (provided that, any fees and expenses of the Accountant incurred in connection with the determination of the Final Allocation Schedule pursuant to Article XII. The Tax Allocation this Section 7.6 shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) borne 50% by Purchaser and 50% by the Seller), which will resolution shall be timely filed separately by Seller and Buyer made in accordance with the Internal Revenue Service pursuant provisions of the first sentence of this Section 7.6, shall be limited to the requirements of Section 1060(b) of remaining unresolved disputed items and shall be conclusive and binding upon the CodeParties. Each Party agrees not to take any position inconsistent In such case, the Draft Allocation Schedule, as modified by the Accountant in accordance with the Tax Allocation for Income Tax purposes unless required by Law or with the consent of the other Party; providedimmediately preceding sentence, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationthe Final Allocation Schedule.

Tax Allocation. (a) For all Tax purposes, within 120 days following the Closing Date, the Buyer and Seller shall cooperate in good faith in allocating prepare an allocation of the Adjusted Purchase Price and (plus any other items properly Assumed Liabilities that are treated as consideration for U.S. the Purchased Assets for federal income Tax purposes tax purposes) among the Purchased Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and for applicable Transfer Tax purposes which shall be submitted to the Seller for review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed (such amount as finally determined pursuant to this Section 2.7(a), the “Price Allocation” ). If the Seller agrees in writing with the Price Allocation or fails to object in writing to the Price Allocation within 10 days following receipt thereof from the Buyer, the Price Allocation shall be conclusive and binding upon the Buyer and the Seller for all Tax purposes. If the parties are unable to agree on the Price Allocation after good faith consultation, the matters in dispute shall be referred for resolution to a mutually agreeable, nationally recognized independent public accounting firm, which shall be selected mutually by the Buyer and the Seller (the “Tax AllocationIndependent Accounting Firm”). To , that is not then providing Tax advice to the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunderBuyer or the Seller or their respective Affiliates, the Tax Allocation which expense shall be consistent borne equally by the parties. The Independent Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Independent Accounting Firm’s decision with respect to any such matter shall be conclusive and binding on the Purchase Buyer and the Seller and their respective Affiliates for applicable Tax purposes. If the Independent Accounting Firm is unable to resolve any such matter prior to the due date (including extensions, which will be sought as necessary) for filing any Tax Return reflecting any such matter, then Buyer may timely file its Tax Return (including Form 8594) on the basis of the Price Allocation proposed by the Buyer and the Seller may timely file its Tax Return (including Form 8594) on the basis of the Price Allocation that the Seller proposed to the Buyer in lieu of the Buyer’s Price Allocation, . Such Tax Returns shall be amended as adjusted for necessary to reflect the Independent Accounting Firm’s decision. (b) Each party agrees to timely file any changes form required to be filed by Applicable Law reflecting the Price Allocation (including changes to the Allocated ValuesIRS form 8594). The Tax Price Allocation shall be revised in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price made pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation Section shall be reflected binding on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by the Buyer and the Seller and for all Tax reporting purposes. Neither the Buyer with nor the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to Seller shall take any position inconsistent with the Price Allocation in connection with any Tax Allocation for Income Tax purposes unless required by Law or with the consent of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by proceeding. If any Governmental Authority relating disputes the Price Allocation, the party receiving notice of the dispute shall promptly notify the other party hereto, and the parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation. (c) Any payment treated as an adjustment to the Tax AllocationPurchase Price under Section 8.9 hereof shall be reflected as an adjustment to the price allocated to the specific asset, if any, giving rise to the adjustment, and neither Party if any such adjustment does not relate to a specific asset such adjustment shall be required allocated among the Purchased Assets as acceptable to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationboth the Buyer and the Seller.

Tax Allocation. Buyer and Seller shall cooperate in good faith in allocating (i) The sum of the Adjusted Purchase Price and any all other items properly treated as consideration required to be taken into account for U.S. federal income tax purposes with respect to the purchase and sale of the Membership Interests pursuant to this Agreement (including, without limitation, the liabilities of the Acquired Companies) (collectively, the “Total Tax purposes Consideration”) shall be allocated among the Assets (including the assets of the Trust attributable Acquired Companies as set forth on Exhibit C, which is intended to the Subject Trust Units)be in accordance with Section 751, consistent with the principles of Section 755 and 1060 of the Code and the applicable Treasury Regulations thereunder Regulations, and any applicable state, local and foreign Tax Law (the “Tax AllocationAllocation Statement”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the Tax Allocation shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation Statement as attached hereto shall be final and binding on the parties hereto, other than for those components which are finally determined in the final determination of Final Working Capital Surplus or Final Working Capital Deficiency, which such amounts, as so finally determined, shall be final and binding upon the parties hereto. In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement. In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement. (ii) Buyer, Sellers and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price Tax Allocation Statement, as finally determined pursuant to this AgreementSection 6.03(c) and (B) take no position in any Tax Return, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position proceeding, audit or otherwise that is inconsistent with the Tax Allocation for Income Tax purposes unless required by Law or Statement, as finally determined pursuant to this Section 6.03(c) (in each case, subject to adjustment in accordance with the consent of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocation.this

Tax Allocation. Buyer and Seller shall cooperate in good faith in allocating the Adjusted The Purchase Price and any other items properly treated (as consideration determined for U.S. federal income Tax purposes purposes), shall be allocated among the Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”and any similar provision of state, local or foreign Law, as appropriate). To Within sixty (60) days after the extent consistent with Code Section 1060 Closing, Buyer shall deliver a draft allocation for Sellers’ approval, which approval shall not be unreasonably withheld. Buyer and Sellers shall work in good faith to resolve any Treasury Regulations promulgated thereunderdisputes relating to the allocation. If Buyer and Sellers are unable to resolve any such dispute within twenty (20) days of Buyer’s delivery of the draft allocation to Sellers, such dispute shall be resolved promptly by the Accounting Referee, the Tax Allocation costs of which shall be consistent with borne equally by Buyer, on one hand, and Sellers, on the other hand. If the Adjusted Purchase Price Allocation, as is further adjusted for any changes (including changes pursuant to the Allocated Values). The Tax Allocation provisions of this Agreement, the allocation shall be revised adjusted in a manner consistent with the procedures set forth in this Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price pursuant to this Agreement, 3.6. Buyer and Sellers agree that they will file all Tax Returns (including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service IRS Form 8594 (Asset Acquisition Statement under Section 10608594) which will be timely filed separately by Seller and Buyer consistent with the Internal Revenue Service pursuant allocation agreed to by Buyer and Sellers, or determined by the requirements of Section 1060(b) of Accounting Referee (the Code“Allocation”). Each Party agrees not to Neither Buyer nor Sellers shall take any Tax position inconsistent with the Tax Allocation for Income Tax purposes unless required and neither Buyer nor Sellers shall agree to any proposed adjustment to the Allocation by Law any taxing authority without first giving the other party prior written notice. If, contrary to the intent of the Parties hereto as expressed in this Section 3.6, any taxing authority makes or proposes an allocation inconsistent with the consent of the Allocation, Sellers and Buyer shall cooperate with each other Partyin good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that that, after consultation with the Party (or Parties) adversely affected by such allocation (or proposed allocation), the other Party (or Parties) hereto may file such protective claims or Tax Returns as may be reasonably required to protect its (or their) interests. Notwithstanding the foregoing, nothing contained herein shall prevent either Party Buyer or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority relating to taxing authority based upon or arising out of the Tax Allocation, and neither Party Buyer nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority taxing authority challenging such Tax the Allocation.

Tax Allocation. (i) Within sixty (60) days after the final resolution of the adjustments provided pursuant to Section 2.05, Buyer and Seller shall cooperate in good faith in allocating provide to the Adjusted Representative a draft allocation statement that allocates the sum of the Purchase Price and any all other items properly treated as consideration required to be taken into account for U.S. federal income Tax purposes among with respect to the Assets purchase and sale of the Membership Interests pursuant to this Agreement (including the liabilities of the Acquired Companies) (collectively, the “Total Tax Consideration”) among the assets of the Trust attributable to the Subject Trust Units)Acquired Companies, consistent which allocations shall be made in accordance with the principles of methodology set forth on Exhibit D, which is intended to be in accordance with Section 751, 755 and 1060 of the Code and the applicable Treasury Regulations thereunder Regulations, and any applicable state, local and non-U.S. Tax Law (the “Tax AllocationAllocation Statement”). To The Representative shall have the extent consistent with Code Section 1060 and right to object to any Treasury Regulations promulgated thereunder, portion of the Tax Allocation shall be consistent with Statement by written notice to Buyer. If the Purchase Price Allocation, as adjusted for any changes (including changes Representative does not object to the Allocated Values). The Tax Allocation shall be revised in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the Tax Allocation for Income Tax purposes unless required Statement by Law or with written notice to Buyer within thirty (30) Business Days after receipt by the consent Representative of the other PartyTax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that nothing contained herein such Tax Allocation Statement shall prevent either Party from settling be subject to adjustment upon and as a result of any proposed deficiency adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Representative objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement before the end of such 30-day period and shall set forth in such written notice the disputed item or items and the basis for its objection. Buyer and the Representative shall act in good faith to resolve any dispute for which timely notice is given for a period of thirty (30) Business Days thereafter. If, within thirty (30) Business Days of the Representative’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Representative have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Referee, whose determination shall be binding upon the parties; provided that, in resolving such dispute, the Referee shall take into account the methodology set forth on Exhibit D. The fees and expenses of the Referee shall be allocated between Buyer and the Sellers in the same manner as provided in Section 2.05(c), mutatis mutandis. In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall provide the Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement (for the avoidance of doubt, including dispute resolution if necessary). (ii) Buyer, the Sellers and their respective Affiliates shall, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.03(c) and (B) take no position in any Tax Return, proceeding, audit or otherwise that is inconsistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.03(c) (in each case, subject to adjustment in accordance with this Section 6.03(c) in the event of any adjustment to the Total Tax Consideration). In the event that any of the allocations set forth in the Tax Allocation Statements are disputed by any Governmental Authority relating to Authority, the Tax Allocation, party receiving notice of such dispute shall promptly notify and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging consult with the other party concerning the resolution of such Tax Allocationdispute.

Tax Allocation. SM Energy and Buyer and Seller shall cooperate in good faith in allocating use commercially reasonable efforts to agree to an allocation of the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes (the “Tax Consideration”) among the Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and, to the extent allowed under applicable U.S. federal income Tax 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 2.6 (the “Tax Allocation”). To If SM Energy and Buyer have not agreed to an Allocation within thirty (30) days after the extent consistent with Code date that the Final Settlement is finally determined pursuant to Section 1060 and any Treasury Regulations promulgated thereunder2.6, then the Tax Allocation matter shall be consistent referred to KPMG LLP for final resolution in accordance with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Valuesprocedures set forth in Section 2.6(c). The Tax Buyer and SM Energy shall use commercially reasonable efforts to update the Allocation shall be revised in a manner consistent accordance with Section 1060 of the Code to take into account and the decision of KPMG LLP, if applicable, following any further adjustments adjustment to the Adjusted Purchase Price Tax Consideration pursuant to this Agreement. Buyer and SM Energy shall, and shall cause their Affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) ), which will be Buyer and SM Energy shall timely filed separately by Seller and Buyer file with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to IRS, and neither SM Energy nor Buyer shall take any position on any Tax Return that is inconsistent with the Tax Allocation, as adjusted, unless otherwise required by applicable Law. Notwithstanding the preceding sentence, the Parties agree that it will not be inconsistent with the Allocation for Income (a) Buyer’s cost for the Project Assets to differ from the total amount allocated in the Allocation to reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 2.8, (b) the amount realized by SM Energy to differ from the total amount allocated pursuant to this Section 2.8 to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes unless required by Law or with and (c) Buyer’s and SM Energy’s cost and amount realized, respectively, to differ from the consent Purchase Price to take into account differences between the Purchase Price and the Tax Consideration, and any other payments to SM Energy treated as purchase price for the Assets for income Tax purposes, and any adjustments to the foregoing hereunder. Each of Buyer and SM Energy shall promptly notify the other Party; provided, however, that nothing contained herein shall prevent either Party from settling in writing upon the receipt of notice of any proposed deficiency pending or adjustment by any Governmental Authority relating to threatened Tax audit or assessment challenging the Tax Allocation, Allocation and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationupon the resolution thereof.

Tax Allocation. (i) Within 14 days after the Closing Date, Buyer, at its expense, shall engage each applicable Valuation Firm to prepare a valuation of the assets of the Company and each other Acquired Company. Each Valuation Firm shall prepare its valuation report within 60 days after its engagement and the Buyer shall submit a copy of each such valuation report to the Seller within 5 days thereafter. No later than sixty (60) days following the final determination of the Net Working Capital pursuant to this Agreement, Buyer shall prepare or caused to be prepared and Seller shall cooperate in good faith in allocating provide to the Adjusted Seller, for its review, a draft allocation statement (the “Tax Allocation Statement”) that allocates the Purchase Price and any all other items properly treated as consideration required to be taken into account for U.S. federal income Tax purposes with respect to the purchase and sale of the Company Interests pursuant to this Agreement (including, without limitation, the liabilities of the Acquired Companies) (collectively, the “Total Tax Consideration”) among the Assets (including the assets of the Trust attributable to the Subject Trust Units)Acquired Companies, consistent with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Tax Allocation”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunder, the which Tax Allocation Statement shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to valuation reports prepared by the Allocated Values)Valuation Firms. The Tax Allocation shall be revised in a manner consistent Buyer will provide the Seller with Section 1060 draft copies of the Code reports prepared by such advisor and a reasonable opportunity to take into account any further adjustments to the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected comment on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and such reports before Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with delivers the Tax Allocation for Income Statement. The Seller shall have the right to object to any portion of the Tax purposes unless required Allocation Statement by Law or written notice to Buyer. Subject to Buyer’s compliance with the consent obligations to deliver a draft report in advance of delivering the Tax Allocation Statement, if the Seller does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) days after receipt by the Seller of the other PartyTax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that nothing contained herein such Tax Allocation Statement shall prevent either Party from settling be subject to adjustment upon and as a result of any proposed deficiency adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Seller objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement and shall set forth in such written notice the disputed item or items and the basis for its objection and Buyer and the Seller shall act in good faith to resolve any such dispute for a period of thirty (30) days thereafter. If, within thirty (30) days of the Seller’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be resolved by the Referee in accordance with the dispute resolution mechanism set forth in Section 2.06, whose determination shall be binding upon the parties hereto; provided that in resolving such dispute, the Referee shall apply the valuation report prepared by each Valuation Firm. In the event that any adjustment to the Purchase Price is paid between the parties hereto pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller a revised Tax Allocation Statement and the principles of this Section 6.02(c)(i) shall apply to each such revised Tax Allocation Statement. The Tax Allocation Statement as finally determined pursuant to this Section 6.02(c)(i) shall be final and binding on the parties hereto. (ii) Buyer, Seller and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.02(c) and (B) take no position in any Tax Return, proceeding, audit or otherwise that is inconsistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.02(c) (in each case, subject to adjustment in accordance with this Section 6.02(c) in the event of any adjustment to the Total Tax Consideration). In the event that any of the allocations set forth in the Tax Allocation Statements are disputed by any Governmental Authority relating to Authority, the Tax Allocation, party receiving notice of such dispute shall promptly notify and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging consult with the other party concerning the resolution of such Tax Allocationdispute.

Tax Allocation. Buyer and Seller Purchasers shall cooperate in good faith in allocating prepare an allocation of (i) the Adjusted US Purchase Price (and any a pro rata share of all other items properly treated as consideration for U.S. federal income Tax purposes capitalized costs incurred in connection with the Transactions) among the Assets (including the assets of the Trust attributable US Company, and (ii) the UK Purchase Price (and a pro rata share of all other capitalized costs incurred in connection with the Transactions) among the assets of the UK Company on the basis of their relative fair market values, and shall consult in good faith with AMC with respect to such allocation. Purchasers shall deliver such allocation to AMC within 30 days after the Closing Date. Any such allocation prepared by Purchasers in accordance with this Section 2.4 shall be binding upon Purchasers, each member of the Company Group, AMC, and their Affiliates, subject to the Subject Trust Units)consent of AMC, which shall not be unreasonably withheld, conditioned or delayed. If AMC does not consent to such proposed allocation, AMC shall notify Purchasers in writing of such disagreement within 30 days after receipt of the proposed allocation. For a period of 30 days following US Purchaser’s receipt of any such notification, Representatives of AMC and Purchasers shall use their respective reasonable best efforts to resolve all disagreements with respect to the proposed allocation through the joint consultation in good faith of AMC and Purchasers. If the parties cannot resolve any disputed item, an independent accounting firm mutually acceptable to AMC and the Purchasers shall resolve the item by determining solely whether the allocation prepared by the Purchasers was reasonable. The fees and expenses of such accounting firm shall be borne equally by AMC and the Purchasers. Purchasers, members of the Company Group, and AMC shall, and shall cause their respective Affiliates to, report, act and file Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the principles any allocation prepared by Purchasers and approved by AMC in accordance with this Section 2.4. AMC shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchasers may reasonably request to prepare such allocation. None of Section 1060 Purchasers, AMC, members of the Code and the Treasury Regulations thereunder (the “Tax Allocation”). To the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunderCompany Group, the Tax Allocation or their Affiliates shall be consistent with the Purchase Price Allocation, as adjusted for any changes (including changes to the Allocated Values). The Tax Allocation shall be revised in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price pursuant to this Agreement, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Tax Allocation for Income Tax purposes any allocation so prepared and approved unless required to do so by Law or with the consent of the other Party; provided, however, that nothing contained herein shall prevent either Party from settling any proposed deficiency or adjustment by any Governmental Authority relating to the Tax Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Tax Allocationapplicable Law.

Tax Allocation. Buyer and Seller shall cooperate in good faith in allocating agree to use commercially reasonable efforts to agree to an allocation of the Adjusted Purchase Price and any other items properly treated purchase price, as consideration determined for U.S. federal income Tax purposes purposes, among the Assets (including the assets of the Trust attributable to the Subject Trust Units), consistent Company in accordance with the principles of this Section 2.4 and Section 1060 of the Code and the Treasury Regulations thereunder thereunder. To facilitate such agreement, as soon as reasonably practicable after the Closing Date (but in no event later than one hundred and twenty (120) days after the Closing Date), Buyer shall prepare and deliver to Seller a schedule allocating such purchase price. Within thirty (30) days after the receipt of such proposed allocation, Seller shall provide written notice to Buyer of any proposed changes to such allocation or otherwise shall be deemed to have agreed with such allocation. If Seller proposes changes to Buyer’s proposed allocation, Buyer and Seller shall negotiate in good faith to resolve any such proposed changes. If Buyer and Seller reach an agreement with respect to an allocation then such allocation shall become the final allocation (the “Tax Allocation”) and, in the event there is an adjustment to such purchase price after the Allocation has been determined, the Allocation will be revised in accordance with the methodology set forth in this Section 2.4 to reflect such adjustment (the “Revised Allocation”). To If Buyer and Seller are unable to reach an agreement on the extent consistent with Code Section 1060 and any Treasury Regulations promulgated thereunderAllocation or a Revised Allocation, the Tax Allocation then each Party shall be consistent with entitled to report the Purchase Price transaction in the manner determined by such Party in its sole discretion. The Allocation or Revised Allocation, as adjusted for any changes applicable, will be final, binding and conclusive on Buyer and Seller. Buyer and Seller agree to file all Tax Returns (including changes to the Allocated Values). The IRS Form 8594 and any amended Tax Allocation shall be revised Returns or claims for refund) in a manner consistent with Section 1060 of the Code to take into account any further adjustments to the Adjusted Purchase Price pursuant to this AgreementAllocation or Revised Allocation, including any indemnification payments pursuant to Article XII. The Tax Allocation shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) which as applicable, and neither Buyer nor Seller will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the such allocation on any Tax Allocation for Income Tax purposes Return or otherwise, unless required to do so by applicable Law or with a final “determination,” within the consent meaning of Section 1313(a)(1) of the other PartyCode; provided, however, that nothing contained herein shall prevent either Party Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority relating to based upon or arising out of the Tax Allocation or Revised Allocation, as applicable, and neither Party Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such the Allocation or Revised Allocation, as applicable. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Allocation or Revised Allocation, as applicable.