Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted The Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) Price will be allocated among the relevant classes of Transferred Assets in accordance with Exhibit J (the “Allocation Statement”). From time to time, Seller shall send to Buyer an updated Allocation Statement to reflect any adjustments to the Purchase Price (including as a result of any Initial Sales-Based Payments and Sales-Based Payments, [***] or Milestone Payments made by Buyer pursuant to this Agreement). The Parties (a) shall allocate the Purchase Price in accordance with the Allocation Statement, (b) shall, unless otherwise required a final “determination” as defined under Section 1060 1313(a) of the Code Code, prepare and the Treasury Regulations promulgated thereunder file, or cause to be prepared and filed, all Tax Returns (including IRS Form 8594 and any amendments thereto) and reports in a manner consistent with Schedule 2.2 the Allocation Statement and (the “Allocation”)c) shall not take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with such allocation. If Seller the values set forth on the ​ ​ Allocation Statement are disputed by any tax authority, the Party hereto receiving notice of such dispute shall make reasonable efforts to notify the other Party hereto concerning the existence of such dispute and Purchaser reach an agreement the Parties shall, where and when practicable, consult with each other with respect to all issues related to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, Statement in connection with any Tax audit or other proceeding with respect such dispute. Any adjustments to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in consideration payable pursuant to this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of be allocated in a manner consistent with the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationStatement.

Allocation of Purchase Price. After Purchaser and Seller shall use commercially reasonable efforts to agree to an allocation of the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted Adjusted Purchase Price, Assumed Obligations, Price and all any other items constituting properly treated as consideration for applicable Income Tax U.S. federal income tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and and, to the extent allowed under applicable federal income tax Law, in a manner consistent with Schedule 2.2 the Allocated Values, within thirty (30) days after the Cut-Off Date (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the Allocation, (a) Purchaser and Seller and Purchaser shall reportuse commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price or the Adjusted Purchase Price pursuant to this Agreement, and (b) Purchaser and Seller shall, and shall cause their respective Affiliates to reportto, the transactions contemplated by this Agreement report consistently with such agreed-upon Allocation the Allocation, as adjusted, on any all Tax ReturnReturns, including Internal Revenue Service Form 85948594 (Asset Acquisition Statement under Section 1060), and neither Seller or Purchaser shall take any position on any Tax Return that is inconsistent with the Allocation, as applicableadjusted, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as unless otherwise required by applicable Law; provided, however, that nothing in this Agreement shall prevent and (c) Purchaser or and Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; 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.

Allocation of Purchase Price. After Seller and Purchaser shall agree on the Closing, allocation of the Parties shall cooperate in good faith to allocate the Unadjusted Base Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable U.S. federal Income Tax purposes (to the extent currently known) among the Assets in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Tax Allocation”). If Seller and Purchaser reach an agreement with respect further agree to amend such Tax Allocation to reflect adjustments to the Allocation, Seller Base Purchase Price and Purchaser shall to report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation Tax Allocation, as adjusted by the Parties, on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with the amounts set forth on such agreed-upon Tax Allocation except with the agreement of the other Party Parties or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the such Tax Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Tax Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Tax Allocation.

Allocation of Purchase Price. After (a) If the ClosingCall Option Exercise does not occur, then within thirty (30) days after the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the AllocationCut-Off Date, Seller and Purchaser shall reportuse commercially reasonable efforts to agree and to agree with Frontier upon an allocation of the fair market value of the Company (derived based upon the Adjusted Purchase Price) among the assets of the Company and its Subsidiaries for U.S. federal income tax purposes. If Seller, Purchaser and Frontier are able to agree on such allocation, Seller and Purchaser shall, and shall cause their respective Affiliates to reportto, the transactions contemplated by this Agreement report consistently with such agreed-upon Allocation on allocation, as adjusted, in all Tax Returns, including, but not limited to any statements required under Treasury Regulations Section 1.751‑1(a)(3) and any allocation required under Section 755 of the Code, and neither Seller nor Purchaser shall take any position in any Tax Return, including Internal Revenue Service Form 8594Return that is inconsistent with such allocation, as applicable, and will not assert, and will cause their respective Affiliates not to assertadjusted, in connection with any Tax audit or other proceeding with respect each case, unless required to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement do so by a final determination as defined in Section 1313 of the other Party or as required by applicable LawCode; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller either Party from settling any proposed deficiency or adjustment by any from a Governmental Authority based upon or arising out of the Allocation from such allocation and neither Purchaser or Seller Party shall be required to litigate before any court any proposed deficiency or adjustment by any from a Governmental Authority challenging the Allocationarising from such allocation. The Parties Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch allocation, as adjusted.

Allocation of Purchase Price. After the Closing, the Parties (a) The Limited Purchase Price shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) be allocated among the Limited Purchased Assets in accordance with Schedule 2.5(a)(i) hereof, as revised pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 2.5(b) hereof (the “AllocationLimited Purchase Price Allocation Schedule”), and the Inc. Purchase Price shall be allocated among the Inc. Purchased Assets in accordance with Schedule 2.5(a)(ii) hereof (the “Inc. Purchase Price Allocation Schedule”). If Seller The Selling Parties and Purchaser reach an agreement Azur Limited shall prepare mutually acceptable and substantially identical IRS Forms 8594 “Asset Acquisition Statements Under Section 1060” consistent with respect the Limited Purchase Price Allocation Schedule and the Selling Parties and Azur Inc. shall prepare mutually acceptable and substantially identical IRS Forms 8594 consistent with the Inc. Purchase Price Allocation Schedule, which forms the parties shall use to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, report the transactions contemplated by this Agreement consistently to the applicable Taxing Authorities. Each of the Selling Parties and Buyer agrees to provide the other promptly with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service other information required to complete IRS Form 8594. Except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Code, as applicable, the Selling Parties and will Buyer agree not assert, and will cause to take any position inconsistent with that allocation on their respective Affiliates not to assertTax Returns or during any audit, in connection with any Tax audit examination or other proceeding with respect to Taxes, any asset values administrative or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationjudicial proceeding.

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith The parties agree to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to Price payable at the extent known) Closing among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with as specified on Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law2.5; provided, however, that nothing such allocation will be subject to adjustment as a result of adjustments to the Cash Consideration pursuant to Sections 2.2, 2.4, and the final payment pursuant to Section 2.3 for all Qualified Tank Purchases. As soon as reasonably practicable after the adjustments described in the preceding sentence have been completed, Purchaser shall provide to Seller for Seller’s review and approval (which approval shall not be unreasonably withheld) a proposed adjusted final allocation of the Purchase Price, as adjusted pursuant to Sections 2.2, 2.3, and 2.4 among the various classes of Purchased Assets (as such classes are defined for the purposes of Section 1060 of the Code). All allocations made pursuant to this Section 2.5 shall be made in accordance with the requirements of Section 1060 of the Code. None of the parties shall take a position on any Tax Return (including IRS Form 8594), before any Tax Authority or in any judicial proceeding that is in any manner inconsistent with such allocation without the written consent of the other parties to this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment unless specifically required pursuant to a determination by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocationan applicable Tax Authority. The Parties agree to parties shall promptly advise each other regarding of the existence of any Tax tax audit, controversy or litigation related to any allocation hereunder. Any dispute arising under this Section 2.5 shall be resolved in the Allocationsame manner as disputes are resolved pursuant to Section 2.2(c) above.

Allocation of Purchase Price. After the ClosingThe purchase price as set forth in Section 2.3, the Parties shall cooperate in good faith as adjusted pursuant to allocate the Unadjusted Purchase PriceSections 2.5, Assumed Obligations6.8, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) 6.13, as applicable, shall be allocated among the Water Assets in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and in a manner consistent with Schedule 2.2 any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). If Seller The Allocation shall be delivered by Sellers to Buyer within sixty (60) days after delivery of the final calculation of the purchase price for Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Parties shall cooperate and Purchaser reach an agreement with respect negotiate in good-faith to resolve any disputes relating to the Allocation, Seller and Purchaser . Neither Sellers nor Buyer shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently take any Tax position inconsistent with such agreed-upon Allocation on and neither Sellers nor Buyer shall agree to any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not proposed adjustment to assert, in connection with the Allocation by any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of Governmental Authority without first giving the other Party or as required by applicable Lawprior written notice; provided, however, that nothing in this Agreement contained herein shall prevent Purchaser Sellers or Seller Buyer from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Allocation, and neither Purchaser or Seller Sellers nor Buyer shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the such Allocation.

Allocation of Purchase Price. After Buyer and the Closing, the Parties Equityholder shall cooperate in good faith to allocate the Unadjusted Purchase Price, Price and Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) Liabilities among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), as set forth on Exhibit D (the “Allocation Schedule”). The Seller and Buyer shall cooperate in the preparation of and execute any elections and agreements that may be necessary or desirable under the Code or any other applicable tax legislation to give effect to the allocations described in this Section 2.3, and the Treasury Regulations promulgated thereunder Seller and Buyer shall prepare and file their respective Tax Returns in a manner consistent with those allocations, elections and agreements. Buyer and the Equityholder shall report, act and file all Tax Returns in all respects and for all purposes consistent with the Allocation Schedule, and no party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation Schedule 2.2 (unless required to do so by applicable Law. Buyer shall prepare for filing all of the “Allocation”). If Seller and Purchaser reach an agreement Tax Returns that may be required with respect to the Allocationtransactions contemplated under this Agreement. The Equityholder shall provide information that may be required by Buyer for the purpose of preparing such Tax Returns, Seller execute and Purchaser shall report, file such Tax Returns as requested by Buyer and cause their respective Affiliates file all other returns and tax information on a basis that is consistent with such Tax Returns prepared by Buyer. If the Purchase Price is adjusted pursuant to reportSection 2.6 or Article 8, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller Schedule shall be required adjusted as mutually agreed by Buyer and the Equityholder to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related reflect such adjustments to the Allocationconsideration paid pursuant to this Agreement.

Allocation of Purchase Price. After Appendix A sets forth an allocation of the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, Price (and all other items constituting consideration for applicable Income Tax purposes (to the extent knowncapitalized costs) among the Purchased Assets in accordance with Section Code §1060 (and any similar provision of state, local or foreign Law, as appropriate), subject to any post-Closing adjustment to the Code and Purchase Price provided in this Agreement. Any post-Closing adjustments to the Treasury Regulations promulgated thereunder and Purchase Price shall be reflected in the Purchase Price allocation as revised hereunder in a manner consistent with Schedule 2.2 Appendix A and as agreed to by the Buyer and the Seller at the time of the applicable adjustment (the “Allocation”such agreement not to be unreasonably withheld or delayed). If Each of the Buyer and the Seller acknowledges and Purchaser reach an agreement confirms that the allocation was determined at arm’s length based on fair market values and their willingness to proceed with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Agreement. The Buyer and the Seller, and their respective Affiliates, shall report, act and file all income and franchise Tax ReturnReturns (including, including but not limited to, Internal Revenue Service Form 8594, as applicable, ) in all respects and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently for all purposes consistent with such agreed-upon Allocation except allocation. Neither the Buyer nor the Seller shall take any position (whether in audits, Tax Returns or otherwise) for income or franchise Tax purposes that is inconsistent with the agreement of the other Party or as such allocation, unless required to do so by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser . In the event the allocation is audited or Seller from settling any proposed deficiency or adjustment disputed by any Governmental Authority based upon or arising out Tax Authority, the party receiving notice thereof shall promptly notify the other party, and each of the Allocation Seller and neither Purchaser or Seller the Buyer shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise provide each other with all documents, forms and other information regarding the existence allocation of any Tax audit, controversy the Purchase Price as it may reasonably request in order to defend such audit or litigation related to the Allocationdispute.

Allocation of Purchase Price. After Purchaser and Seller shall use commercially reasonable efforts to agree to an allocation of the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, Price and all any other items constituting properly treated as consideration for applicable Income U.S. federal income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and and, to the extent allowed under applicable federal income tax Law, in a manner consistent with Schedule 2.2 the Allocated Values, within thirty (30) days after the date that the final statement of the Purchase Price is finally determined pursuant to Section 8.4 (the “Allocation”). If Seller and Purchaser Buyer reach an agreement with respect to the Allocation, (i) Purchaser and Seller and Purchaser shall reportuse 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) Purchaser and Seller shall, and shall cause their respective Affiliates to reportto, the transactions contemplated by this Agreement report consistently with such agreed-upon Allocation the Allocation, as adjusted, on any all Tax ReturnReturns, including Internal Revenue Service Form 85948594 (Asset Acquisition Statement under Section 1060), which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position on any Tax Return that is inconsistent with the Allocation, as applicableadjusted, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as unless otherwise required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller Party shall be required unreasonably impeded in its ability and discretion to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of negotiate, compromise and/or settle any Tax audit, controversy claim or litigation related to the Allocationsimilar proceedings in connection with such allocation.

Allocation of Purchase Price. After The Purchase Price shall be allocated among the Closing, Purchased Assets in the manner mutually agreed to by the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 set forth on Exhibit 4.03 attached hereto (the “Allocation”). If Buyer and Seller agree (i) to report the sale of the Purchased Assets for federal and Purchaser reach an agreement state income Tax purposes in accordance with respect the Allocation set forth on Exhibit 4.03, (ii) not to the Allocation, Seller and Purchaser shall report, and cause take any position inconsistent with such allocations on any of their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, Returns except as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as otherwise required by applicable LawLaw and (iii) not to agree to any proposed adjustment to the Allocation by any Taxing authority without first giving the other party prior written notice; provided, however, that nothing in this Agreement contained herein shall prevent Purchaser Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority Taxing authority based upon or arising out of the Allocation Allocation, and neither Purchaser or Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority taxing authority challenging the such Allocation. The Parties agree to promptly advise each other regarding [*] Certain information in this document has been omitted and filed separately with the existence of any Tax audit, controversy or litigation related Securities and Exchange Commission. Confidential treatment has been requested with respect to the Allocationomitted portions.

Allocation of Purchase Price. After The consideration payable pursuant to this Agreement (which shall include the Closing, assumption of the Parties Assumed Liabilities) shall cooperate in good faith to allocate be allocated by the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) parties among the Purchased Assets, as set forth in Schedule 1.8 (the “Allocation”). The allocation of such consideration among the Purchased Assets shall be in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”)thereunder. If Seller and Purchaser reach an agreement with respect The Allocation shall be revised as necessary to reflect any adjustment to the Allocationvalue of any Purchased Asset or Assumed Liability, Seller and as reasonably determined in good faith by the parties. Except as may be required by a “determination” (within the meaning of Section 1313(a) of the Code or any similar state or local Tax Law), neither the Sellers nor Purchaser shall report, and cause (or any of their respective Affiliates Affiliates) shall file any Tax Return (including IRS Form 8594) or, without the consent of the other (such consent not to reportbe unreasonably withheld, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on conditioned or delayed), take any position in any Tax Return, including Internal Revenue Service Form 8594refund claim, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection litigation or otherwise that is inconsistent with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. If such Allocation is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto. The Parties Sellers and Purchaser agree to promptly advise each other regarding cooperate in good faith in responding to any such challenge to preserve the existence effectiveness of any Tax audit, controversy or litigation related such Allocation. Any amounts treated as an adjustment to the AllocationPurchase Price after the Agreement Date shall be allocated to the Purchased Assets to which they relate.

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted The Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) Price allocations among the Assets in accordance with Section 1060 of the Code Purchased Assets, Transferred Subsidiaries and the Treasury Regulations promulgated thereunder and Joint Ventures shall be made in a manner consistent with Schedule 2.2 (the “Allocation”)allocations set forth on Exhibit I. For the purposes of all Taxes, Purchaser and ITTI agree to report the transactions contemplated by this agreement in a manner consistent with the allocations under this Section 3.5 and Exhibit I, and that none of them will take any position inconsistent with such allocations on any Tax Return, in any refund claim, in any litigation, or otherwise, without the consent of the other party except as required by a final "determination" within the meaning of Section 1313 of the Code. If Seller and Purchaser reach an agreement with respect to the Allocation, Seller and Purchaser shall reportprepare an allocation schedule of Purchase Price and Assumed Liabilities among the classes of Purchased Assets, along with the first draft of Internal Revenue Service Form 8594, and cause their respective Affiliates to report, any similar form required by any foreign jurisdiction which is necessitated by the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Returnrespect to the Purchased Assets, which shall be sent to ITTI at the earlier of (i) 30 days following agreement between the parties as to the Closing Balance Sheet or (ii) 90 days prior to the due date, including Internal Revenue Service extensions, for filing the federal income tax return for the taxable year in which the Closing takes place. Within 30 days after the receipt of such allocation schedule and Form 8594, as applicableITTI shall propose any changes to such allocation schedule and Form 8594 or shall indicate its concurrence therewith, and which concurrence will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationunreasonably withheld.

Allocation of Purchase Price. After At or prior to the Closing, KIAC and Sellers shall enter into an agreement allocating the Purchase Price among the Purchased Assets in accordance with Treasury Regulation 1.1060-1T. Such agreement shall not allocate the Purchase Price in any manner that would subject any Seller to a federal tax liability to which it would not otherwise be subject. KIAC and Sellers shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with such allocation, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or in any other proceedings). KIAC and Sellers shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. In the event that KIAC and Sellers do not enter into the agreement contemplated by this Section 4.2 hereof at or prior to the Closing, the Parties Closing shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligationsnevertheless take place, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement each party hereto shall thereafter take such position with respect to allocating the Allocation, Seller and Purchaser Purchase Price as it deems reasonable; provided that no such allocation shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-be binding upon Allocation on or affect Agent or any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationSenior Lenders.

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among (a) the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”)) and (b) to the extent an allocation is made under clause (a) to Seller’s interest in the tax partnership described in the Tax Partnership Agreement, among the assets of such tax partnership in accordance with Sections 743 and 755 of the Code. If Seller and Purchaser reach an agreement with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith The parties agree to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets final purchase price in accordance with Section 1060 of the Code and Internal Revenue Code. On the Treasury Regulations promulgated thereunder and tenth (10th) Business Day following the Closing Date, Purchaser shall provide to Seller a proposed allocation of the Purchase Price determined in a manner consistent with Schedule 2.2 this Agreement, and particularly Section 3.1 hereof, and the Internal Revenue Code. Unless Seller provides Purchaser with notice of its objections thereto and the basis therefor within five (5) Business Days after its receipt of such allocation, Seller shall be deemed to have agreed with such allocation. The parties shall reduce such allocation to writing and each shall timely file with the “Allocation”)IRS a Form 8594 and any other forms or statements that may be required by the Internal Revenue Code, the regulations of the United States Department of the Treasury or the IRS, together with any and all attachments required to be filed therewith in connection with such allocation. If Seller The parties shall promptly inform one another of any challenge, including any challenge raised in the context of an audit, by any Governmental Authority to any allocation made pursuant to this subsection and Purchaser reach an agreement agree to consult with and keep one another informed with respect to the Allocationstate of, and any discussion, proposal or submission with respect to, such challenge. To the extent consistent with applicable law, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on not file any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit return or other proceeding documents or otherwise take any position with respect to Taxes, any asset values or other items inconsistently Taxes which is inconsistent with such agreed-upon Allocation except with the agreement allocation of the other Party or as required by applicable Law; final Purchase Price, provided, however, that nothing in this Agreement neither Seller nor Purchaser shall prevent Purchaser or Seller from settling be obligated to litigate any proposed deficiency or adjustment by any Governmental Authority based upon or arising out challenge to such allocation of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment final Purchase Price by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationa Government Authority.

Allocation of Purchase Price. After The Purchase Price shall be allocated among the ClosingProperty as mutually agreed upon by Seller and Buyer as a result of commercially reasonable negotiations. The Parties shall report this transaction for state and federal tax purposes in accordance with such allocation, and shall file all necessary forms with the relevant taxing authorities reflecting such allocation in accordance with applicable regulations. If any state or federal taxing authority challenges such allocation, the Party receiving notice of such challenge shall give the other Party prompt written notice of the challenge, and the Parties shall cooperate in good faith responding to allocate the Unadjusted Purchase Pricesuch challenge. An allocation agreement is not a condition to Closing and, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among Buyer and Seller do not agree upon such allocations as aforesaid, each of Buyer and Seller may allocate the Assets Purchase Price in accordance with Section 1060 its reasonable discretion. Notwithstanding the foregoing, to the extent Buyer and Seller are unable to agree on an allocation of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect Purchase Price prior to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to reportClosing, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, value of the Real Property required in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement recordation of the other Party Deed (as defined below) or as required the filing of any conveyance tax certificate with any governmental authority shall be mutually determined by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out and Buyer. Allocation of the Allocation and neither Purchaser or Purchase Price among the Seller entities shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging in the Allocationsole discretion of the Seller entities, and Buyer shall have no approval rights in connection therewith. The Parties agree to promptly advise each other regarding the existence provisions of any Tax audit, controversy or litigation related to the Allocation.this Section 2(c) shall survive Closing. (d)

Allocation of Purchase Price. After Buyer and Sellers agree that the Closing, the Parties Purchase Price shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) be allocated among the Assets and the Membership Interests in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder and as set forth on Schedule 13.3. Such allocation of the Purchase Price shall be binding upon Buyer and Sellers, and Buyer and Sellers shall report the transactions contemplated hereby on all tax returns, including, but not limited to Form 8594, in a manner consistent with the allocation set forth on Schedule 2.2 (the “Allocation”)13.3. If Seller it becomes necessary or appropriate to amend the allocation set forth on Schedule 13.3 and Purchaser reach any tax returns which incorporate such allocation, Buyer and Sellers shall cooperate with each other in good faith to agree on an agreement with respect amendment to such allocation and shall file any necessary amendments to tax returns to reflect such amendment. If, contrary to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, intent of the transactions contemplated by parties hereto as expressed in this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to TaxesSection 13.3, any asset values taxing authority makes or proposes an allocation different from the allocation determined under this Section 13.3, Buyer and Sellers shall cooperate with each other items inconsistently with in good faith to contest such agreed-upon Allocation except with the agreement of the other Party taxing authority’s allocation (or as required by applicable Lawproposed allocation); provided, however, that nothing in this Agreement shall prevent Purchaser that, after consultation with the party (or Seller from settling any parties) adversely affected by such allocation (or proposed deficiency allocation), the party (or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall parties) hereto may file such protective claims to tax returns as may be reasonably required to litigate before any court any proposed deficiency protect its (or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationtheir) interests.

Allocation of Purchase Price. After (a) On or before the Closingfifth Business Day following execution and delivery of this Agreement by Sellers and Buyer, Buyer, using its reasonable business judgment, shall allocate the Purchase Price among the Oil and Gas Properties on Exhibit C and shall furnish the completed Exhibit C to Sellers, whereupon both parties shall attach the completed Exhibit C to this Agreement with the same effect as if the completed Exhibit C was attached to and made part of this Agreement at signing. (b) On or before the Closing Date, the Parties Buyer and Sellers shall cooperate agree in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (writing as to the extent known) allocation of the Adjusted Purchase Price among the Assets in accordance with Properties under the methodology required by Section 1060 of the Code Code. Such agreed allocation shall be set forth on Schedule 2.5 attached hereto. The Buyer and Sellers shall report the Treasury Regulations promulgated thereunder and transactions contemplated hereby on all Tax Returns, including, but not limited to Form 8594, in a manner consistent with Schedule 2.2 (the “Allocation”)such allocation. If Seller and Purchaser reach an agreement with respect If, contrary to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, intent of the transactions contemplated by parties hereto as expressed in this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to TaxesSection 2.5, any asset values taxing authority makes or proposes an allocation different from the allocation determined under this Section 2.5, Buyer and Sellers shall cooperate with each other items inconsistently with in good faith to contest such agreed-upon Allocation except with the agreement of the other Party taxing authority’s allocation (or as required by applicable Law; proposed allocation), provided, however, that nothing in this Agreement shall prevent Purchaser that, after consultation with the party adversely affected by such allocation (or Seller from settling any proposed deficiency allocation), the other party hereto may file such protective claims or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall Tax Returns as may be reasonably required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationprotect its interests.

Allocation of Purchase Price. After Prior to the Closing, Buyers, on the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligationsone hand, and all Seller, on the other items constituting consideration hand, shall prepare a schedule setting forth the allocation of the Purchase Price (as determined for applicable Income United States federal income Tax purposes (to purposes, including the extent knownassumption by each Buyer of its portion of the Assumed Liabilities) among the Product Inventory and the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594Code of 1986, as applicableamended. Buyers and Seller agree, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as otherwise required by applicable Law, (i) to report the sale of the Product Inventory and the Purchased Assets for all Tax purposes in accordance with the allocations set forth on such schedule and (ii) not to take any position inconsistent with such allocations on any of their respective Tax returns. In the event that the purchase price allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto, and Seller, on the one hand, and Buyers, on the other hand, agree to use their commercially reasonable efforts to defend such allocations in any audit or similar proceeding; provided, however, that nothing in this Agreement contained herein shall prevent Purchaser Buyers or Seller from settling any proposed deficiency or adjustment by any Governmental Taxing Authority based upon or arising out of the Allocation such allocations, after using commercially reasonable efforts to defend such allocations, and neither Purchaser or Seller Buyers, on the one hand, nor Seller, on the other hand, shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Taxing Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch allocations.

Allocation of Purchase Price. After In connection with the ClosingElection, the Parties Seller and the Purchaser, as soon as practicable and in any event prior to the Closing Date, shall cooperate act together in good faith to allocate agree on the Unadjusted Purchase Price, Assumed Obligations, Aggregate Deemed Sales Price (as defined under applicable Treasury Regulations) and all other items constituting consideration for applicable Income Tax purposes (to the extent known) allocation of such Aggregate Deemed Sales Price among the Assets assets of the Company and the Subsidiaries. Such allocation of the Aggregate Deemed Sales Price shall be made in accordance with Section 1060 338(b) of the Code and any applicable Treasury Regulations. As among the Treasury Regulations promulgated thereunder Seller, the Purchaser, the Company and the Subsidiaries, the valuations of the Assets listed in a manner consistent with Schedule 2.2 (the “Allocation”)such allocation shall be conclusive and binding. If the Purchaser and the Seller are not able to agree on such allocation, such dispute shall be resolved by a "Big Six" firm of independent public accountants jointly selected by the Purchaser and the Seller (other than the Seller's and the Purchaser's respective regular accounting firms) whose fees and expenses shall be paid equally by the Purchaser reach an agreement and the Seller. The Purchaser and the Seller shall use the asset allocation for purposes of all reports and returns with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax ReturnTaxes, including Internal Revenue Service Form 8594, as applicable8594 or any equivalent statement, and will not assert, and will cause their respective Affiliates not to assert, shall take no position inconsistent with such allocation in connection with any Tax audit or other proceeding with respect to Taxestax return, any asset values proceeding before any taxing authority or other items inconsistently with otherwise. In the event that such agreed-upon Allocation except allocation is disputed by any taxing authority, the party receiving such notice shall promptly notify and consult with the agreement other party concerning resolution of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch dispute.

Allocation of Purchase Price. After the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted The Purchase Price, including any Assumed ObligationsLiabilities treated as consideration for the Purchased Assets for Tax purposes, will be allocated between Sellers, between the Purchased Assets and the Shares based on relative fair market values as required by applicable Tax laws, and all other items constituting consideration for applicable Income Tax purposes (the portion of the Purchase Price allocated to the extent known) Purchased Assets shall be further allocated among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 the methodology set forth on Exhibit 1.8 attached hereto. Within [***] following the Closing, Sellers shall prepare and deliver to Buyer for its approval a proposed allocation of the Purchase Price, including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes, and including any adjustments under Section 1.7 above, in a manner consistent with the immediately preceding sentence, such approval not to be unreasonably withheld, delayed or conditioned (as approved, the “Allocation”). If Seller After Closing, the Parties shall make consistent use of the Allocation for all Tax purposes and Purchaser reach in all filings, declarations and reports with the IRS and any other applicable Governmental Body in respect thereof. Each of the applicable Parties shall file an agreement IRS Form 8594 “Asset Acquisition Statement Under Section 1060” at the time and in the manner as required by Treasury Regulation 1.1060-1 consistent with respect to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates the Parties agree not to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on take any position inconsistent therewith for any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any purpose unless otherwise required under applicable Tax audit laws or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with a determination within the agreement meaning of Section 1313 of the other Party Code (or as required by applicable Law; providedany comparable provision of foreign, however, that nothing in this Agreement shall prevent Purchaser state or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocationlocal Tax law). The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.Section 1.9

Allocation of Purchase Price. After The parties agree that the ClosingPurchase Price shall be allocated as indicated on Schedule 2.07. With regard to sales by Parent and by Affiliated Sellers organized in the U.S., the Parties Buyer and Parent shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with jointly prepare Forms 8594 under Section 1060 of the Code and Forms 8883 under Section 338 of the Treasury Regulations promulgated thereunder Code relating to this transaction based on this agreed allocation and under the procedures described in Section 6.03(f) hereof. Buyer and Parent agree to file such forms with each relevant Taxing Authority. Buyer and Parent each agree to file (or cause the Affiliated Sellers, the Affiliated Buyers or the Acquired Entities, as the case may be, to file) all income, franchise and other Tax Returns, and execute such other documents as may be required by any Taxing Authority, in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller agreed allocation and Purchaser reach an agreement with respect such forms and to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently refrain from taking any position inconsistent with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection forms or agreed allocation with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable LawTaxing Authority; provided, however, however that nothing in this Agreement contained herein shall prevent Purchaser or Seller the parties hereto from settling any proposed deficiency or adjustment by any Governmental Taxing Authority based upon or arising out of the Allocation allocation and neither Purchaser or Seller none of the parties hereto shall be required to litigate before any court court, any proposed deficiency or adjustment by any Governmental Taxing Authority challenging such allocation. If the Allocation. The Parties agree Cash Purchase Price (and, consequently, the Purchase Price) is adjusted pursuant to promptly advise each other regarding Section 2.06, the existence allocation shall be adjusted in accordance with Sections 1060 and 338 of any Tax audit, controversy or litigation related to the AllocationCode as mutually agreed by the parties.

Allocation of Purchase Price. After The Purchase Price shall be allocated among the ClosingProperty as mutually agreed upon by Seller and Buyer as a result of commercially reasonable negotiations. The Parties shall report this transaction for state and federal tax purposes in accordance with such allocation, and shall file all necessary forms with the relevant taxing authorities reflecting such allocation in accordance with applicable regulations. If any state or federal taxing authority challenges such allocation, the Party receiving notice of such challenge shall give the other Party prompt written notice of the challenge, and the Parties shall cooperate in good faith responding to allocate the Unadjusted Purchase Pricesuch challenge. An allocation agreement is not a condition to Closing and, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among Buyer and Seller do not agree upon such allocations as aforesaid, each of Buyer and Seller may allocate the Assets Purchase Price in accordance with Section 1060 its reasonable discretion. Notwithstanding the foregoing, to the extent Buyer and Seller are unable to agree on an allocation of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect Purchase Price prior to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to reportClosing, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, value of the Real Property required in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement recordation of the other Party Deed (as defined below) or as required the filing of any conveyance tax certificate with any governmental authority shall be mutually determined by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out and Buyer. Allocation of the Allocation and neither Purchaser or Purchase Price among the Seller entities shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging in the Allocationsole discretion of the Seller entities, and Buyer shall have no approval rights in connection therewith. The Parties agree to promptly advise each other regarding the existence provisions of any Tax audit, controversy or litigation related to the Allocationthis Section 2(c) shall survive Closing.

Allocation of Purchase Price. After the Closingdetermination of the Adjustment Amount, the Parties Purchase Price shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration be allocated for applicable Income Tax purposes (to the extent known) among the Assets assets and properties of the Company (the “Allocation”) in accordance with Section 1060 of the Code methodology set forth in Schedule 6.12(e). Buyer and Owner Representative shall confer and cooperate on any revisions to the Treasury Regulations promulgated thereunder Allocation (the “Revised Allocation”) so as to report for Tax purposes any matters related to the Allocation that require updating (including adjustments to the Purchase Price) to be consistent with the methodology set forth on Schedule 6.12(e). Owner Representative and Buyer shall report the transactions contemplated hereby on all Tax Returns, including IRS Form 8594, in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect to Allocation or, if applicable, the Revised Allocation, Seller and Purchaser shall reportwill not take, and cause or permit their respective Affiliates to reporttake, the transactions contemplated by this Agreement consistently any Tax position inconsistent with such agreed-upon Allocation (or Revised Allocation) unless required to do so by Applicable Legal Requirements, or a “determination” within the meaning of Section 1313(a)(1) of the Code. Buyer and Seller shall file all Tax Returns consistent with the Allocation (or Revised Allocation) and shall not take any action inconsistent therewith on any Tax ReturnReturn unless required pursuant to a determination (as defined in Section 1313(a) of the Code or any similar provision of an Applicable Legal Requirement). Buyer and Seller shall promptly notify each other in the event of an examination, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of specifically regarding the Allocation and neither Purchaser (or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Revised Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation).

Allocation of Purchase Price. After At least 5 business days prior to the ClosingClosing the Buyer shall provide Sole Shareholder with a draft allocation and the parties shall agree upon the allocation statement in advance of the Closing (in the form agreed to by the parties, the Parties shall cooperate in good faith to allocate “Allocation Statement”) allocating the Unadjusted initial Purchase Price, Price (including any Assumed Obligations, and all other items constituting consideration Liabilities that are liabilities for applicable Income Tax purposes (to the extent knownpurposes) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) as to each of the Sellers. To the extent that any adjustment to the Purchase Price is made under Section 1.7.5, the parties shall promptly make appropriate adjustments to the Allocation Statement, consistent with the Allocation Statement. The parties agree that for all Tax purposes, Buyer and Sellers and each of their Affiliates shall report the transaction, or cause the transaction to be reported, in a manner consistent with Schedule 2.2 (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the AllocationAllocation Statement, Seller and Purchaser shall reportas so adjusted, and cause their respective Affiliates none of the parties to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation shall take a position on any Tax Return, Return (including Internal Revenue Service IRS Form 8594), as applicable, and will not assert, and will cause their respective Affiliates not to assertbefore any Governmental Entity or in any judicial proceeding that is, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently manner inconsistent with such agreed-upon Allocation except with Statement without the agreement written consent of the other Party or as required by applicable Law; provided, however, that nothing in parties to this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment unless specifically required pursuant to a determination by any an applicable Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the AllocationEntity. The Parties agree to parties shall promptly advise each other regarding of the existence of any Tax audit, controversy or litigation related to the Allocationany allocation hereunder.

Allocation of Purchase Price. After The Seller Parties and Purchaser agree that the Closing, Purchase Price and the Parties Assumed Liabilities shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) be allocated among the Assets and the covenant not to compete (under Section 4.8) in accordance with Section 1060 of the Code (as defined in Section 7.1). Purchaser shall prepare IRS Form 8594 (or any comparable or similar form under state, local or foreign law) allocating the Purchase Price in accordance with Section 1060 of the Code and shall forward it within 90 days after the Treasury Regulations promulgated thereunder Closing to the Seller Parties for their approval, which approval shall not be unreasonably withheld. Purchaser and the Seller Parties shall each file with their respective income Tax Return (as defined in Section 7.1) for the tax year in which the Closing occurs IRS Form 8594 (or any comparable or similar form under state, local or foreign law) in a manner consistent with Schedule 2.2 the information agreed upon by the parties pursuant to the immediately preceding sentence. Purchaser agrees to report the purchase of the Assets and the covenant not to compete and the Seller Parties agree to report the sale of the Assets and entering into the covenant not to compete on their respective Tax Returns in a manner consistent with the information agreed upon by the parties pursuant to this Section 1.6 and contained in its IRS Form 8594 (the “Allocation”or any comparable or similar form under state, local or foreign law). If Each of Purchaser and the Seller and Purchaser reach an agreement Parties agrees to provide the other promptly with respect any other information required to the Allocation, Seller and Purchaser shall report, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service complete Form 8594. Each of Purchaser and the Seller Parties shall notify and provide the other with reasonable assistance in the event of an examination, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, regarding any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in allocation pursuant to this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationSection 1.6.

Allocation of Purchase Price. After Within thirty (30) days after the Closing, Cut-Off Date (as such term is defined in the Parties shall cooperate in good faith to allocate the Unadjusted Class A Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”Agreement). If Seller and Purchaser reach an agreement with respect to the Allocation, Seller and Purchaser shall reportuse commercially reasonable efforts to agree and to agree with Concho upon an allocation of the fair market value of the Company (derived based upon the Adjusted Purchase Price (as such term is defined in the Class A Purchase Agreement)) among the assets of the Company and its Subsidiaries for U.S. federal income tax purposes. If Seller, Purchaser and Concho are able to agree on such allocation, Seller and Purchaser shall, and shall cause their respective Affiliates to reportto, the transactions contemplated by this Agreement report consistently with such agreed-upon Allocation on allocation, as adjusted, in all Tax Returns, including, but not limited to any statements required under Treasury Regulations Section 1.751‑1(a)(3) and any allocation required under Section 755 of the Code, and neither Seller nor Purchaser shall take any position in any Tax Return, including Internal Revenue Service Form 8594Return that is inconsistent with such allocation, as applicable, and will not assert, and will cause their respective Affiliates not to assertadjusted, in connection with any Tax audit or other proceeding with respect each case, unless required to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement do so by a final determination as defined in Section 1313 of the other Party or as required by applicable LawCode; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller either Party from settling any proposed deficiency or adjustment by any from a Governmental Authority based upon or arising out of the Allocation from such allocation and neither Purchaser or Seller Party shall be required to litigate before any court any proposed deficiency or adjustment by any from a Governmental Authority challenging the Allocationarising from such allocation. The Parties Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch allocation, as adjusted.

Allocation of Purchase Price. After The Purchase Price for the Closing, Assets shall be allocated within ninety (90) days of the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes Closing (to the extent knownor as soon as practicable thereunder) among the Assets in accordance with Section 1060 an allocation schedule to be prepared by the Parent and consented to by the Seller (which consent will not be unreasonably withheld). Such allocation schedule shall be prepared in accordance with Applicable Law and a valuation to be performed that will include values for tangible personal property, developed software and goodwill and will be consented to by the Parent and the Seller (such consent not to be unreasonably withheld or delayed), and the Parent and the Seller agree that the Purchase Price shall be allocated among the Assets in accordance with their respective values as of the Code Closing Date. In connection with the determination of such schedule, the parties shall cooperate with each other and provide such information as any of them shall reasonably request. The parties shall (i) prepare each report relating to the Treasury Regulations promulgated thereunder federal, state, local, foreign and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with Schedule 2.2 such allocation schedule and (the “Allocation”). If Seller and Purchaser reach an agreement with respect to the Allocationii) take no position in any Tax Return or other Tax filing, Seller and Purchaser shall reportproceeding, and cause their respective Affiliates to report, the transactions contemplated by this Agreement consistently audit or otherwise which is inconsistent with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistently with such agreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation. The Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationallocation.