Common use of Allocation of Purchase Price; Tax Allocation Clause in Contracts

Allocation of Purchase Price; Tax Allocation. (a) The Purchase Price will be allocated among the Conveyed Assets based on a per-Net Acre price equal to $10,000 per Net Acre covered by the Conveyed Interest Percentage in and to the Units. The Parties agree to be bound by such allocation of value (including the per-Net Acre price) for purposes of the special warranty of Defensible Title in the Instrument of Conveyance. (b) Seller and Buyer agree that the Purchase Price and any liabilities assumed by Buyer under this Agreement that are treated as consideration for Tax purposes shall be allocated among the Conveyed Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Tax Allocation”). A proposed Tax Allocation shall be delivered by Seller to Buyer within thirty (30) days after the Final Settlement Statement has been agreed to by the Parties in accordance with Section 2.05(c). Buyer and Seller shall use commercially reasonable efforts to agree to a final Tax Allocation. Seller and Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state, and local income and other Tax consequences of the Contemplated Transactions, and in particular to report the information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as promptly as possible following the Post-Closing Date and in a manner consistent with any agreed Tax Allocation as revised to take into account subsequent adjustments to the Purchase Price, including any adjustments pursuant to the Agreement to determine the Post-Closing Amount, and shall not take any position inconsistent therewith upon examination of any Tax Return, in any refund claim, in any litigation, investigation, or otherwise, unless required to do so by any Legal Requirement after notice to and discussions with the other Party, or with such other Party’s prior written consent; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Tax Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the Tax Allocation.

Allocation of Purchase Price; Tax Allocation. (a) The Purchase Price will be allocated among the Conveyed Assets based as set forth on a per-Net Acre price equal to $10,000 per Net Acre covered by the Conveyed Interest Percentage in and to the UnitsSchedule 2.07(a). The Parties agree to be bound by such allocation of value (including the per-Net Acre price) for purposes of the special warranty of Defensible Title in the Instrument of Conveyance. (b) Seller and Buyer agree that the Purchase Price and any liabilities assumed by Buyer under this Agreement that are treated as consideration for Tax purposes shall be allocated among the Conveyed Assets in accordance with Schedule 2.07(a) and Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Tax Allocation”). A proposed Tax Allocation shall be delivered by Seller to Buyer within thirty (30) days after the Final Settlement Statement has been agreed to by the Parties in accordance with Section 2.05(c)Closing Date. Buyer and Seller shall use commercially reasonable efforts to agree to a final Tax Allocation. Seller and Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state, and local income and other Tax consequences of the Contemplated Transactions, and in particular to report the information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as promptly as possible following the Post-Closing Date and in a manner consistent with any agreed Tax Allocation as revised to take into account subsequent adjustments to the Purchase Price, including any adjustments pursuant to the Agreement to determine the Post-Closing AmountAllocation, and shall not take any position inconsistent therewith upon examination of any Tax Return, in any refund claim, in any litigation, investigation, or otherwise, unless required to do so by any Legal Requirement after notice to and discussions with the other Party, or with such other Party’s prior written consent; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Tax Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the Tax Allocation.