Common use of Allocated Values Clause in Contracts

Allocated Values. Solely for the purposes of determining the value of Conveyed Interests in connection with any Title Defect, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty under this Agreement, Buyer and Seller have allocated the Purchase Price among (a) the Leases set forth on Exhibit A, (b) the Xxxxx set forth on Exhibit B, (c) the Conveyed Interests identified on Schedule I-2 and (d) the Conveyed Interests identified on Schedule I-3, as set forth in this Section 3.8. The “Allocated Value” at any particular date of determination for (i) each (A) Lease set forth on Exhibit A and (B) each Well set forth on Exhibit B, shall be equal to the sum of (1) the portion of the Cash Purchase Price attributable to such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, under the column titled “Allocated Value” on Exhibit A for such Lease or Exhibit B for such Well, as applicable, plus (2) the product of (y) the Earnout Amount actually paid by Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout Amount, to the extent paid by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, shall be equal to the portion of the Cash Purchase Price attributable to such Conveyed Interest identified on (A) Schedule I-2 under the column titled “Allocated Value” on Schedule I-2 for such Conveyed Interest or (B) Schedule I-3 under the column titled “Amount” on Schedule I-3 for such Conveyed Interest. Buyer and Seller agree that such allocation is reasonable and shall not take any position inconsistent therewith, including in notices to holders of Preferential Purchase Rights. Seller, however, makes no representations or warranties as to the accuracy of such value or allocation.”

Allocated Values. Solely for the purposes of determining the value of Conveyed Interests in connection with any Title Defect, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty under this Agreement, Buyer and Seller have allocated the Purchase Price among (a) Seller and Buyer agree and stipulate that the Leases Allocated Values set forth on Exhibit AC have been established for use where appropriate, including for Seller to provide any required preferential purchase right notifications and in calculating adjustments to the Purchase Price as provided herein. Any adjustments to the Purchase Price (bother than those made pursuant to Sections 3.2(a)(iv), 3.2(b)(v) and 3.2(b)(vi), which shall be applied to the Xxxxx Listed Interests with respect to which such adjustments relate) shall be applied on a pro-rata basis to the amounts set forth on Exhibit BC. (b) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation of the Purchase Price, (c) as adjusted, and any other items properly treated as consideration for U.S. federal income tax purposes among the Conveyed Interests identified on Schedule I-2 and Properties (dincluding the Oakfield Assets) in accordance with Section 1060 of the Conveyed Interests identified on Schedule I-3Internal Revenue Code of 1986, as set forth in this Section 3.8. The amended (the “Allocated Value” at any particular date of determination for (iCode”) each (A) Lease set forth on Exhibit A and (B) each Well set forth on Exhibit B, shall be equal to the sum of (1) regulations promulgated thereunder by the portion United States Department of the Cash Purchase Price attributable to such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, under Treasury (the column titled “Allocated Value” on Exhibit A for such Lease or Exhibit B for such Well, as applicable, plus (2Treasury Regulations”) the product of (y) the Earnout Amount actually paid by Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout Amountand, to the extent paid allowed by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit Bapplicable Law, as applicablein a manner consistent with the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 10.2 (the “Allocation”). If Seller and Buyer reach an agreement with respect to the Allocation, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the Purchase Price pursuant to this Agreement, and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, shall be equal to the portion of the Cash Purchase Price attributable to such Conveyed Interest identified on (A) Schedule I-2 under the column titled “Allocated Value” on Schedule I-2 for such Conveyed Interest or (B) Schedule I-3 under the column titled “Amount” on Schedule I-3 for such Conveyed Interest. Buyer and Seller agree that such allocation is reasonable shall, and shall not take any position inconsistent therewithcause their affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), and neither Seller nor Buyer nor their respective affiliates shall take positions inconsistent with such Allocation in notices any audit or other proceedings with respect to holders of Preferential Purchase Rights. Sellerany Taxes; provided, however, makes no representations that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or warranties as to the accuracy of similar proceedings in connection with such value or allocation.”

Allocated Values. Solely for The Partnership and Contributors agree that the purposes of determining unadjusted Contribution Consideration is allocated among the value of Conveyed Interests Assets in connection with any Title Defect, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty under this Agreement, Buyer the amounts set forth in Exhibit A—Part 2 and Seller have allocated the Purchase Price among (a) the Leases Exhibit A—Part 1-2 or otherwise set forth on Exhibit A, (b) the Xxxxx set forth on Exhibit B, (c) the Conveyed Interests identified on Schedule I-2 and (d) the Conveyed Interests identified on Schedule I-3, as set forth in this Section 3.83.02. The “Allocated Value” at for any particular date of determination for Asset equals, as applicable, (i) each (A) Lease set forth on Exhibit A and (B) each Well set forth on Exhibit B, shall be equal to the sum of (1) the portion of the Cash Purchase Price attributable unadjusted Contribution Consideration allocated to such Lease set forth Asset on Exhibit A or such Well set forth on Exhibit B, as applicable, under the column titled “Allocated Value” on Exhibit A for such Lease A—Part 2 or Exhibit B for such Well, as applicable, plus (2) the product of (y) the Earnout Amount actually paid by Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout Amount, to the extent paid by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, A—Part 1-2 and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, shall be equal to the portion of the Cash Purchase Price attributable Company Entities’ Indebtedness allocated to such Conveyed Interest identified Asset on Exhibit A—Part 2 or Exhibit A—Part 1-2 or (Aii) Schedule I-2 under the column titled “Allocated Value” as otherwise set forth on Schedule I-2 3.02, and such Allocated Value shall be used in calculating adjustments to the Contribution Consideration as provided herein. The Partnership and Contributors agree (a) that the Allocated Values, as adjusted pursuant to this Agreement and to reflect the fair market value of the Equity Consideration on the Closing Date (with such fair market value being calculated, consistent with the Partnership’s past practice, based on the closing price of a Partnership Common Unit on the Closing Date), shall be used by Contributors and the Partnership as the basis for such Conveyed Interest or (B) Schedule I-3 under the column titled “Amount” on Schedule I-3 reporting Asset values and other items for such Conveyed Interest. Buyer purposes of all federal, state and Seller agree that such allocation is reasonable and shall not take any position inconsistent therewithlocal Tax Returns, including Internal Revenue Service Form 8594, which the Partnership and Contributors shall timely file with the Internal Revenue Service (if required to be filed by the Partnership or Contributors) and (b) that neither they nor their Affiliates will take positions inconsistent with such Allocated Values in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders of Preferential Purchase Rights. Seller, however, makes no representations or warranties as in other documents or notices relating to the accuracy transactions contemplated by this Agreement unless required to do so by a final determination as defined in Section 1313 of such value or the Code. NGP, the Contributor Representative and the Partnership shall confer and the Contributors and the Partnership shall cooperate on any revisions to the allocation of the Contribution Consideration, including reporting any matters that require updating (including adjustments to the Contribution Consideration) to be consistent with the agreed allocation.”

Allocated Values. Solely (a) Schedule 2.6 sets forth the agreed allocation of the Base Purchase Price among the Assets (the “Allocated Values”). (b) Seller and Buyer agree that for the purposes purpose of determining making the value requisite filings under Section 1060 of Conveyed Interests in connection with the Code and the Treasury regulations thereunder, the Base Purchase Price and any Title Defect, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty liabilities assumed by Buyer under this AgreementAgreement shall be allocated among the Assets, consistent with the Allocated Values set forth on Schedule 2.6 hereto (the “Purchase Price Allocation”). Seller and Buyer each agree to report, and Seller have allocated to cause their respective Affiliates to report, the federal, state and local income Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare Form 8594 (Asset Acquisition Statement under Section 1060) consistent with the Purchase Price among (a) the Leases set forth on Exhibit A, (b) the Xxxxx set forth on Exhibit B, (c) the Conveyed Interests identified on Schedule I-2 and (d) the Conveyed Interests identified on Schedule I-3, Allocation as set forth in this Section 3.8. The “Allocated Value” at any particular date of determination for (i) each (A) Lease set forth on Exhibit A and (B) each Well set forth on Exhibit B, shall be equal revised to take into account subsequent adjustments to the sum of Base Purchase Price, including any adjustments pursuant to Section 2.3 or payments under Article 4 (1) the portion of the Cash Purchase Price attributable treated as adjustments pursuant to such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, under the column titled “Allocated Value” on Exhibit A for such Lease or Exhibit B for such Well, as applicable, plus (2) the product of (y) the Earnout Amount actually paid by Section 4.5). Neither Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout Amount, to the extent paid by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, nor Seller shall be equal to the portion of the Cash Purchase Price attributable to such Conveyed Interest identified on (A) Schedule I-2 under the column titled “Allocated Value” on Schedule I-2 for such Conveyed Interest or (B) Schedule I-3 under the column titled “Amount” on Schedule I-3 for such Conveyed Interest. Buyer and Seller agree that such allocation is reasonable and shall not take any position inconsistent therewith, including in notices with such Purchase Price Allocation and neither Buyer nor Seller shall agree to holders of Preferential any proposed HOU:0103160/00024:1726362v2 adjustment to the Purchase Rights. SellerPrice Allocation by any Governmental Authority without first giving the other party prior written notice; provided, however, makes no representations that nothing contained herein shall prevent Buyer or warranties as Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Purchase Price Allocation, and neither Buyer nor Seller shall be required to the accuracy of litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such value or allocationPurchase Price Allocation.”

Allocated Values. Solely for (a) Without limiting or modifying Section 2.7(b), Schedule 2.7 sets forth the purposes agreed allocation of determining the value of Conveyed Interests in connection with Base Purchase Price among the Oil and Gas Properties (“Allocated Values”). (b) Seller and Buyer agree that the Base Purchase Price, as adjusted to include any Title DefectAdjustments pursuant to Section 2.4, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty and any liabilities assumed by Buyer under this Agreement, to the extent properly taken into account under the Code, shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury regulations thereunder (the “Purchase Price Allocation”). The Purchase Price Allocation shall be prepared in a manner that is consistent with the Allocated Values and shall be delivered by Buyer to Seller within one hundred twenty (120) days after the Closing Date for Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller and Seller have allocated Buyer shall work in good faith to resolve any disputes relating to the Purchase Price among Allocation within fifteen (a15) days. If the Leases set forth on Exhibit AParties are unable to resolve such disputes within fifteen (15) days, (b) such dispute shall be resolved promptly by the Xxxxx set forth on Exhibit B, (c) Accounting Referee in a manner consistent with the Conveyed Interests identified on Schedule I-2 and (d) the Conveyed Interests identified on Schedule I-3, as procedures set forth in this Section 3.82.6. The “Allocated Value” at any particular date of determination for (i) each (A) Lease set forth on Exhibit A and (B) each Well set forth on Exhibit BIf the Base Purchase Price is adjusted pursuant to Article 11, the Purchase Price Allocation shall be equal adjusted as mutually agreed by Buyer and Seller. 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 transactions contemplated herein, 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) consistent with the Purchase Price Allocation as revised to take into account subsequent adjustments to the sum of (1) the portion of the Cash Base Purchase Price, including any Adjustments pursuant to Section 2.4. Neither Buyer nor Seller shall take any Tax position inconsistent with such Purchase Price attributable Allocation and neither Buyer nor Seller shall agree to such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, under the column titled “Allocated Value” on Exhibit A for such Lease or Exhibit B for such Well, as applicable, plus (2) the product of (y) the Earnout Amount actually paid by Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout Amount, any proposed adjustment to the extent paid by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, shall be equal to the portion of the Cash Purchase Price attributable to such Conveyed Interest identified on (A) Schedule I-2 under Allocation by any Taxing Authority without first giving the column titled “Allocated Value” on Schedule I-2 for such Conveyed Interest or (B) Schedule I-3 under the column titled “Amount” on Schedule I-3 for such Conveyed Interest. Buyer and Seller agree that such allocation is reasonable and shall not take any position inconsistent therewith, including in notices to holders of Preferential Purchase Rights. Sellerother party prior written notice; provided, however, makes no representations that nothing contained herein shall prevent Buyer or warranties as Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Purchase Price Allocation, and neither Buyer nor Seller shall be required to the accuracy of litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such value or allocationPurchase Price Allocation.”

Allocated Values. Solely for the For purposes of determining the value of Conveyed Interests in connection with any Title Defect, Environmental Defect, Preferential Purchase Right, Required Consent, Casualty Loss and/or breach of Special Warranty under this Agreement, Buyer with respect to each Lease (or any tract or depth thereof, if applicable) and Seller have allocated each Well (solely as to the Purchase Price among (acurrently producing formation) the Leases set forth on Exhibit A, (b) the Xxxxx set forth on Exhibit B, (c) the Conveyed Interests identified on Schedule I-2 and (d) the Conveyed Interests identified on Schedule I-3, as set forth in this Section 3.8. The term “Allocated Value” at any particular date means the amount of determination the Purchase Price allocated to that Property. The Allocated Value for (i) each (A) Lease such Property is set forth on Exhibit A and (B) each Well set forth on Exhibit B, shall be equal to the sum of (1) the portion of the Cash Purchase Price attributable to such Lease set forth on Exhibit A or such Well set forth on Exhibit B, as applicable, B under the column titled “Allocated Value” on Exhibit A ”. Seller and Buyer agree and stipulate that the Allocated Values set forth herein have been established for such Lease or Exhibit B use where appropriate, including for such Well, Seller to provide any required preferential purchase right notifications and in calculating adjustments to the Purchase Price as applicable, plus (2) provided herein. Buyer and Seller shall use commercially reasonable efforts to agree to an allocation of the product Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes among the classes of (y) assets provided for in Treasury Regulations § 1.338-6 with respect to the Earnout Amount actually paid by Buyer as of such date of determination multiplied by (z) the percentage listed under the column titled “% of Earnout AmountProperties and, to the extent paid allowed by Buyer” for such Lease set forth on Exhibit A or such Well set forth on Exhibit Bapplicable law, in a manner consistent with the Allocated Value (the “Allocation Schedule”), within thirty (30) days after the date that the Final Settlement Statement is delivered pursuant to Section 9.2. If Seller and Buyer reach an agreement with respect to the Allocation Schedule, (i) Buyer and Seller shall use commercially reasonable efforts to update the Allocation Schedule in accordance with Section 1060 of the Internal Revenue Code of 1986, as applicableamended (the “Code”), following any adjustment to the Purchase Price pursuant to this Agreement, and (ii) each Conveyed Interest identified on Schedule I-2 or Schedule I-3, shall be equal to the portion of the Cash Purchase Price attributable to such Conveyed Interest identified on (A) Schedule I-2 under the column titled “Allocated Value” on Schedule I-2 for such Conveyed Interest or (B) Schedule I-3 under the column titled “Amount” on Schedule I-3 for such Conveyed Interest. Buyer and Seller agree that such allocation is reasonable shall, and shall not take any position inconsistent therewithcause their affiliates to, report consistently with the Allocation Schedule on all Tax Returns, including in notices to holders of Preferential Purchase Rights. SellerInternal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060); provided, however, makes that no representations Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or warranties as to the accuracy of similar proceeding in connection with such value or allocation.”