Allocated Value Sample Clauses
Allocated Value. The “Allocated Value” means (i) for each Well listed on Annex A-2, the dollar value set forth on Annex A-2 for such Well, and (ii) for each Lease, the dollar value set forth on Annex A-1 for such Lease. Seller and the Company have accepted such Allocated Values solely for purposes of determining any Title Defect Amounts, Title Benefit Amounts and for the purposes described in Section 4.3(b)(iii), but otherwise make no representation or warranty as to the accuracy of such values.
Allocated Value. If an Asset has not been given an Allocated Value, or if the Asset's Allocated Value is $5,000 or less, Seller shall be deemed to have Defensible Title to such Asset.
Allocated Value. The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Schedule 3.8, and such Allocated Value shall be used in calculating adjustments to the Purchase Price as provided herein. Seller makes no representation or warranty as to the accuracy of any Allocated Value.
Allocated Value. SM Energy and Buyer have agreed upon an allocation of the unadjusted Purchase Price among each of the Xxxxx and Well Locations, and such allocations are set forth on Schedule 2.5 (the “Allocated Value”). SM Energy and Buyer agree that the Allocated Values shall be used in calculating adjustments to the Purchase Price as provided herein. Any adjustments to the Purchase Price, other than the adjustments provided for in Section 2.4, shall be applied on a pro rata basis to the amounts set forth in Schedule 2.5, as applicable, for all Assets. After all such adjustments are made, any adjustments to the Purchase Price made pursuant to Section 2.4 shall be applied to the amounts set forth on Schedule 2.5, as applicable, for the particular affected Assets. For tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocations set forth above as of the Closing Date, and that neither Party will take any position inconsistent therewith, including in any tax return, refund claim, litigation, arbitration, or otherwise.
Allocated Value. SM Energy and Buyer have agreed upon an allocation of the unadjusted Purchase Price among each of the Assets, and such allocations are set forth on Exhibit A and Exhibit B (the “Allocated Value”). SM Energy and Buyer agree that the Allocated Values shall be used in calculating adjustments to the Purchase Price as provided herein. Any adjustments to the Purchase Price, other than the adjustments provided for in Section 2.4, shall be applied on a pro rata basis to the amounts set forth in Exhibit A or Exhibit B, as applicable, for all Assets. After all such adjustments are made, any adjustments to the Purchase Price made pursuant to Section 2.4 shall be applied to the amounts set forth on Exhibit A or Exhibit B, as applicable, for the particular affected Assets. For tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocations set forth above as of the Closing Date, and that neither Party will take any position inconsistent therewith, including in any tax return, refund claim, litigation, arbitration, or otherwise.
Allocated Value. “Allocated Value” means the monetary amount, for each Lease or Well, as determined by Buyer and set forth on Schedule 2.7. “Allocated Values” means more than one Allocated Value. Schedule 2.7 also sets forth the Working Interest and Net Revenue Interest of the Leases and Xxxxx upon which Buyer based its calculation of the Allocated Value. The Allocated Value of a Lease, if not separately set forth on Schedule 2.7, shall be determined by multiplying the Allocated Value of the Well (or the total of the Allocated Values, if more than one) or Xxxxx to which the Lease pertains by the proportion that the number of net mineral acres covered by the Lease bears to the number of net mineral acres in the unit applicable to the Well or Xxxxx. In no event shall the Allocated Values being deducted pursuant to Exhibit A exceed the total Allocated Value of the Well(s) attributable to a Lease.
Allocated Value. As used in this Agreement, the term “Allocated Value” shall mean, with respect to any Property the amount set forth on Schedule 3.1 for each such Property, which Exhibit is attached to and made a part of this Agreement. The Allocated Value for each Property has been reviewed and agreed to by the Parties and represents the Parties’ good faith allocation of the value of the Properties.
Allocated Value. The Parties have accepted the Allocated Values for purposes of determining any Title Defect Amounts, but otherwise make no representation or warranty as to the accuracy of such values.
Allocated Value. If an Allocated Value has not been given for a Well or if the Allocated Value for any Well is zero, Seller shall be conclusively presumed to have Defensible Title to such Well.
Allocated Value. (a) SM Energy and Buyer have agreed upon an allocation of the unadjusted Purchase Price among each of the Xxxxx and Well Locations, and such allocations are set forth on Schedule 2.5(a) (the “Allocated Values”). SM Energy and Buyer agree that the Allocated Values shall be used in calculating adjustments to the Purchase Price as provided herein. Any adjustments to the Purchase Price, other than the adjustments provided for in Section 2.4, shall be applied on a pro rata basis to the amounts set forth in Schedule 2.5(a), as applicable, for all Assets. After all such adjustments are made, any adjustments to the Purchase Price made pursuant to Section 2.4 shall be applied to the amounts set forth on Schedule 2.5(a), as applicable, for the particular affected Assets.
(b) On or before the Closing Date, Buyer and SM Energy will agree upon an allocation of the unadjusted Purchase Price among each of the Assets, in compliance with the principles of Section 1060 of the Code, and the United States Treasury Regulations thereunder. Such allocation shall be in the format of Schedule 2.5(b). SM Energy and Buyer agree (i) that the Allocated Values, as adjusted pursuant to this paragraph, shall be used by SM Energy and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including Internal Revenue Service Form 8594 and (ii) that neither they nor their Affiliates will take positions inconsistent with Schedule 2.5(b) (as adjusted pursuant to this paragraph) in notices to Governmental Bodies, in audit or other Proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement without the consent of the other Party. Buyer and SM Energy further agree that, on or immediately after the Closing Date, they will mutually agree as to the further allocation of the values on Schedule 2.5
(a) as to the relative portion of those values attributable to leasehold costs and depreciable equipment.