Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.
Allocation of the Purchase Price. Within thirty (30) days following the completion of the process described in Section 3.03, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Purchase Price (together with all other capitalizable items) among the assets of Seller prepared in accordance with Section 1060 of the Code and the treasury regulations issued thereunder (and any similar provision of state or local Law, as appropriate) (the “Purchase Price Allocation”). Within thirty (30) days after the 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 in 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 Purchase Price Allocation). 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 Buyer and Seller shall each use a separate Purchase Price Allocation that each reasonably determines satisfies the requirements of Section 1060 of the Code. If Buyer and Seller agree (or are deemed to agree pursuant to provisions of this Section 3.06) to the Purchase Price Allocation, then Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such agreed-upon Purchase Price Allocation, shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable Law, and shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation of the Purchase Price pursuant to this Section 3.06.
Allocation of the Purchase Price. Prior to Closing, Buyer and Seller --------------------------------- shall agree to an allocation of the Purchase Price. Buyer and Seller shall use such allocation for all reporting purposes in connection with federal, state and local income and, to the extent permitted under applicable law, franchise taxes. Buyer and Seller agree to report such allocation to the Internal Revenue Service in the form required by Treasury Regulation (S) 1.1060-1T.
Allocation of the Purchase Price. The Purchase Price shall be allocated amongst the Assets as provided in Schedule A attached hereto, and each party shall file in a manner consistent therewith (i) the reports required under Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their respective Federal, state and local tax returns.
Allocation of the Purchase Price. Buyer and Seller have allocated the Purchase Price among the Assets as set forth on Exhibit B. The value so allocated to a particular Asset may be referred to as the “Allocated Value” for that Asset. The undeveloped locations specifically described on Exhibit B shall be included in the term “Assets.”
Allocation of the Purchase Price. The Preliminary Purchase Price shall be allocated among the Leases and equipment included in the Assets in accordance with the allocations set forth on Schedule B. Any adjustments to the purchase price under Section 2.4 shall correspondingly (as appropriate) adjust the allocations set forth on Schedule B.
Allocation of the Purchase Price. (1) Buyer shall prepare a proposed allocation of the Purchase Price among the Assets in accordance with Section 1060 of the Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (60) days following the Closing Date (“Proposed Allocation Statement”). Seller shall provide to Buyer in writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto.
Allocation of the Purchase Price. (a) The Purchase Price shall be allocated among the Seller Assets as set forth on Schedule 3.4.
Allocation of the Purchase Price. The Purchase Price will be allocated in accordance with Schedule 3.3. The Parties will cooperate with their respective accounting and tax agents to report the allocation of the Purchase Price among the Assets to the appropriate taxing authorities as set forth in Schedule 3.3.
Allocation of the Purchase Price. The Purchase Price shall be allocated among the Properties as set forth on Exhibit A-1 or Exhibit A-2, as applicable. The value so allocated to a particular Property may be referred to as the “Allocated Value” for that Property. Buyer and Sellers agree that the Allocated Value attributable to each of the Properties is attributed thereto for the sole purpose of adjusting the Purchase Price in respect of Title Defects, and in no event shall such value be deemed controlling for any other purpose (including tax purposes) or be deemed by Buyer, Sellers or any Third Party to be a representation or warranty of any kind by either Party or by any Person as to the productive capacity, quantity of reserves or actual value attributable to such Property.
