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 [***] days following the Closing Date, Purchaser shall prepare and deliver to the Seller an allocation schedule (the “Allocation Schedule”) allocating the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as of the Closing) among the Transferred Assets. The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and as set forth on Schedule 1. Within [***] days of its receipt of such Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate in good faith to resolve any disputes with respect to the Allocation Schedule. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute with respect to the Allocation Schedule within a [***] day period after the delivery of the Allocation Schedule to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses of such accounting firm shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, o...
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. 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. 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. (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. Prior to Closing, Buyer and Seller --------------------------------- shall agree to an allocation of the Purchase Price. Buyer and Seller shall use such allocation for all reporting purposes in connection with federal, state and local income and, to the extent permitted under applicable law, franchise taxes. Buyer and Seller agree to report such allocation to the Internal Revenue Service in the form required by Treasury Regulation 1.1060-1T.
Allocation of the Purchase Price. The Purchase Price 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.
Allocation of the Purchase Price. Seller and Purchaser shall use their best efforts to agree, within 90 days of the Closing Date, to an allocation of the Purchase Price (together with liabilities assumed hereunder and other relevant items) among the Assets. Seller and Purchaser represent, warrant and agree that such allocation will be determined through arm's length negotiations. If the Parties are unable to agree on the allocation, the allocation shall be determined by an independent accounting firm acceptable to Purchaser and Seller, such agreement not to unreasonably withheld, conditioned or delayed, whose resolution shall be binding and enforceable against the Parties hereto. Such allocation will comply with the requirements of Section 1060 of the Code. Purchaser will prepare IRS Form 8594 for Seller's review and comment. Seller and Purchaser each agrees that, to the extent permitted by applicable law, it will adopt and use the amounts allocated to each asset or class of assets for purposes of all Federal, state and other income Tax returns or reports of any nature filed by it, and that it will not voluntarily take any position inconsistent therewith upon examination of any such Tax returns or reports, in any claim for refund, in any litigation or otherwise with respect to such Tax returns or reports. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.
