Common use of Section 382 Study Clause in Contracts

Section 382 Study. Seller and Buyer shall cooperate in the preparation of an analysis of whether Antero Midstream has undergone one or more ownership changes under Section 382 of the Code and, if such an ownership change has occurred, a determination of the amount of the “section 382 limitation” and “net unrealized built-in gain” as of the date or dates of such ownership change or changes (as those terms are defined in Section 382 of the Code), and the amount, if any, by which (i) the federal, state and local income Tax due from Antero Midstream for the taxable year that includes the Closing Date as a result of the sale contemplated by the Centrahoma Purchase Agreement, exceeds (ii) the federal, state and local income Tax that would have been due from Antero Midstream as a result of such sale absent any such ownership change (such excess, subject to the reduction described in Section 9.2(l), is referred to as the “Centrahoma Section 382 Tax”). Seller shall provide to Buyer a written report of the results of such analysis (the “Draft Section 382 Study”) for Buyer’s review and comment, and if the Centrahoma Section 382 Tax would exceed $1,000,000 (prior to the application of the reduction described in Section 9.2(l)), Seller shall also provide to Buyer written notice indicating whether or not Seller waives the application of the condition to Seller’s obligation to consummate the transactions contemplated by this Agreement pursuant to Section 9.2(l), no later than 5 Business Days before the Closing Date. Seller shall give due consideration to any comments to the Draft Section 382 Study received from Buyer and deliver a final Section 382 Study (the “Section 382 Study”) to Buyer prior to the Closing Date.