Common use of Allocation of Consideration for Tax Purposes Clause in Contracts

Allocation of Consideration for Tax Purposes. EXCO and BG agree that the Closing Cash Consideration, as adjusted, shall be allocated among the Transaction Components, and within each Transaction Component to the costs covered thereby that are treated for federal Tax purposed, in whole or in part, as being the subject of a sale transaction (collectively, the “Allocable Amounts”). The initial draft of such allocations shall be prepared in a manner consistent with the Allocated Values by EXCO and shall be provided to BG concurrently with the delivery of the Final Settlement Statement. EXCO and BG shall then cooperate to prepare a final schedule of the Allocable Amounts, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to Allocable Amounts. The allocation of the Allocable Amounts shall be reflected on completed Internal Revenue Service Forms 8594 (Asset Acquisition Statement under Section 1060), which Forms will be timely filed separately by EXCO and BG (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Seller and BG Buyer agree that the Closing Cash Considerationportion of the Purchase Price, as adjusted, shall be allocated among and the Transaction Components, and within each Transaction Component to the costs covered thereby that are Assumed Obligations treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared by Seller in a manner consistent with the Allocated Values by EXCO and shall be provided to BG concurrently with Buyer no later than one hundred twenty (120) days after the delivery of the Final Settlement StatementClosing. EXCO Seller and BG Buyer shall then cooperate to prepare a final schedule of the Allocable AmountsAmount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Seller and BG Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Conveyed Interests described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Seller and BG Buyer agree that the portion of the Closing Cash Consideration, as adjusted, shall be allocated among and the Transaction Components, and within each Transaction Component to the costs covered thereby that are Assumed Obligations treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared in a manner consistent with the Allocated Values by EXCO Seller and shall be provided to BG Buyer concurrently with the delivery of the Final Settlement Statement. EXCO Seller and BG Buyer shall then cooperate to prepare a final schedule of the Allocable AmountsAmount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Seller and BG Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Conveyed Interests described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Seller and BG Buyer agree that the Closing Cash Considerationportion of the Purchase Price, as adjusted, shall be allocated among and the Transaction Components, and within each Transaction Component to the costs covered thereby that are Assumed Obligations treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared by Seller in a manner consistent with the Allocated Values by EXCO Schedule 14.3 and shall be provided to BG concurrently with Buyer no later than the delivery of date occurring four months after the Final Settlement StatementClosing. EXCO Seller and BG Buyer shall then cooperate to prepare a final schedule of the Allocable AmountsAmount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values Schedule 14.3 (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Seller and BG Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Conveyed Interests described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Seller and BG Xxxxx agree that the Closing Cash Considerationportion of the Purchase Price, as adjusted, shall be allocated among and the Transaction Components, and within each Transaction Component to the costs covered thereby that are Assumed Obligations treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared by Seller in a manner consistent with the Allocated Values by EXCO Schedule 14.3 and shall be provided to BG concurrently with Buyer no later than the delivery of date occurring four months after the Final Settlement StatementClosing. EXCO Seller and BG Buyer shall then cooperate to prepare a final schedule of the Allocable AmountsAmount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values Schedule 14.3 (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Seller and BG Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Conveyed Interests described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Sellers and BG Buyer agree that the Closing Cash ConsiderationPurchase Price, as adjusted, shall be allocated among the Transaction Components, and within each Transaction Component to the costs covered thereby that are other amounts treated for U.S. federal income Tax purposed, in whole or in part, purposes as being the subject of consideration for a sale transaction (to the extent known at such time) (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and, to the fullest extent allowed by applicable Laws, in a manner consistent with the Allocated Values. The initial draft of such allocations shall be prepared in a manner consistent with the Allocated Values by EXCO Buyer and shall be provided to BG concurrently with the delivery of Seller’s Representative no later than 60 days after Closing for the Final Settlement Statement. EXCO Seller’s Representative’s review and BG shall then cooperate approval, such approval not to prepare a final schedule of the Allocable Amounts, which shall also be materially consistent with the Allocated Values unreasonably withheld (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Sellers and BG (and/or the Tax Partnership, as appropriate) Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees Sellers and Buyer agree not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other PartyParties; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Assets described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Seller and BG Buyer agree that the portion of the Closing Cash Consideration, as adjusted, shall be allocated among and the Transaction Components, and within each Transaction Component to the costs covered thereby that are Assumed Obligations treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared in a manner consistent with the Allocated Values by EXCO Seller and shall be provided to BG Buyer concurrently with the delivery of the Final Settlement Statement. EXCO Seller and BG Xxxxx shall then cooperate to prepare a final schedule of the Allocable AmountsAmount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Seller and BG Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Conveyed Interests described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO Seller and BG Xxxxx agree that the Closing Cash Considerationportion of the Purchase Price, as adjusted, shall be allocated among and the Transaction Components, and within each Transaction Component to the costs covered thereby that are Assumed Obligations treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared by Seller in a manner consistent with the Allocated Values by EXCO and shall be provided to BG concurrently with Buyer no later than one hundred twenty (120) days after the delivery of the Final Settlement StatementClosing. EXCO Seller and BG Xxxxx shall then cooperate to prepare a final schedule of the Allocable AmountsAmount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060), which Forms Form will be timely filed separately by EXCO Seller and BG Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets Conveyed Interests described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.

Allocation of Consideration for Tax Purposes. EXCO and BG agree that the portion of the Closing Cash ConsiderationContribution, as adjusted, shall be allocated among the Transaction Components, and within each Transaction Component to the costs covered thereby that are treated for federal Tax purposed, in whole or in part, tax purposes as being the subject of consideration for a sale transaction (collectively, the “Allocable AmountsAmount”)) shall be allocated among the various Subject Assets for federal and state income tax purposes. The initial draft of such allocations shall be prepared in a manner consistent with the Allocated Values valuation of the Subject Assets by EXCO and shall be provided to BG concurrently with the delivery of the Final Settlement Statement. EXCO EXCO, BG and BG the Company shall then cooperate to prepare a final schedule of the Allocable Amounts, which shall also be materially consistent with Amount among the Allocated Values Subject Assets (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable AmountsAmount. The allocation of the Allocable Amounts Amount shall be reflected on a completed Internal Revenue Service Forms Form 8594 (Asset Acquisition Statement under Section 1060) (or similar state or local form), which Forms form will be timely filed separately by EXCO and BG (and/or the Tax PartnershipCompany, as appropriate) with the Internal Revenue Service pursuant (or other applicable Governmental Authority). The portion of the Closing Cash Contribution, as adjusted, other than the Allocable Amount, shall be allocated among the various Subject Assets for purposes of Section 755 of the Code in a manner consistent with the Allocation Schedule, to the requirements of extent Section 1060(b) 755 of the Code. Code is applicable (the “Section 755 Allocation”) Each Party agrees not to (and to cause the Tax Partnership Company not to) take any position inconsistent with the allocations set forth in the Allocation Schedule or the Section 755 Allocation unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the assets described therein. In the event that EXCO and BG cannot agree on a mutually satisfactory Allocation Schedule within 30 days of the finalization of the Final Settlement Statement pursuant to Section 3.6, such dispute shall be resolved in a manner similar to that described in Section 3.7.