Common use of Allocation Statement Clause in Contracts

Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, DCP shall prepare and deliver to HOLDINGS a statement (the "Allocation Statement") allocating the Consideration among the assets of the LLCs in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. HOLDINGS shall have fifteen (15) days to review the Allocation Statement and shall notify DCP of any disputes with the allocation as set forth in the Allocation Statement. HOLDINGS and DCP shall negotiate in good faith to resolve any such dispute prior to the date that is sixty (60) days prior to the due date of the Tax Returns that reflect the allocation. If HOLDINGS and DCP cannot resolve the disputed allocation prior to such date, then HOLDINGS and DCP shall refer the dispute to the Independent Accountant to review and to determine the proper allocation (it being understood that in making such determination, the Independent Accountant shall be functioning as an expert and not as an arbitrator). The Independent Accountant shall deliver to HOLDINGS and DCP, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a determination of the allocation, which determination will be binding on the parties hereto. The cost of such review and report shall be borne one-half by HOLDINGS and one-half by DCP. All Tax Returns filed by DCP, HOLDINGS, the LLCs and each of their Affiliates concerning the LLCs or the Assets shall be prepared consistently with the allocation determined under this Section 6.12.

Appears in 1 contract

Samples: Contribution Agreement (DCP Midstream Partners, LP)

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Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, DCP shall prepare and deliver to HOLDINGS a statement (the "Allocation Statement") allocating the Consideration among the assets of the LLCs in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. HOLDINGS shall have fifteen (15) days to review the Allocation Statement and shall notify DCP of any disputes with the allocation as set forth in the Allocation Statement. HOLDINGS and DCP shall negotiate in good faith to resolve any such dispute prior to the date that is sixty (60) days prior to the due date of the Tax Returns that reflect the allocation. If HOLDINGS and DCP cannot resolve the disputed allocation prior to such date, then HOLDINGS and DCP shall refer the dispute to the Independent Accountant to review and to determine the proper allocation (it being understood that in making such determination, the Independent Accountant shall be functioning as an expert and not as an arbitrator). The Independent Accountant shall deliver to HOLDINGS and DCP, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a determination of the allocation, which determination will be binding on the parties hereto. The cost of such review and report shall be borne one-half by HOLDINGS and one-half by DCP. All Tax Returns filed by DCP, HOLDINGS, the LLCs and each of their Affiliates concerning the LLCs or the Assets shall be prepared consistently with the allocation determined under this Section 6.12.. (g)

Appears in 1 contract

Samples: Iv   Contribution Agreement

Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, DCP MLP shall prepare and deliver to GSR HOLDINGS a statement (the "Allocation Statement") allocating the Consideration among the assets of the LLCs Entities in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. GSR HOLDINGS shall have fifteen (15) days to review the Allocation Statement and shall notify DCP MLP of any disputes with the allocation as set forth in the Allocation Statement. GSR HOLDINGS and DCP MLP shall negotiate in good faith to resolve any such dispute prior to the date that is sixty (60) days prior to the due date of the Tax Returns that reflect the allocation. If GSR HOLDINGS and DCP MLP cannot resolve the disputed allocation prior to such date, then GSR HOLDINGS and DCP MLP shall refer the dispute to the Independent Accountant to review and to determine the proper allocation (it being understood that in making such determination, the Independent Accountant shall be functioning as an expert and not as an arbitrator). The Independent Accountant shall deliver to GSR HOLDINGS and DCPMLP, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a determination of the allocation, which determination will be binding on the parties hereto. The cost of such review and report shall be borne one-half by GSR HOLDINGS and one-half by DCPMLP. All Tax Returns filed by DCPMLP, GSR HOLDINGS, the LLCs Entities and each of their Affiliates concerning the LLCs Entities or the Assets shall be prepared consistently with the allocation determined under this Section 6.126.7.

Appears in 1 contract

Samples: Contribution and Sale Agreement (DCP Midstream Partners, LP)

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Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, DCP MLP shall prepare and deliver to HOLDINGS MIDSTREAM a statement (the "Allocation Statement") allocating the Consideration among the assets of the LLCs Entities in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. HOLDINGS MIDSTREAM shall have fifteen (15) days to review the Allocation Statement and shall notify DCP MLP of any disputes with the allocation as set forth in the Allocation Statement. HOLDINGS and DCP The Parties shall negotiate in good faith to resolve any such dispute prior to the date that is sixty (60) days prior to the due date of the Tax Returns that reflect the allocation. If HOLDINGS and DCP the Parties cannot resolve the disputed allocation prior to such date, then HOLDINGS and DCP shall refer the dispute shall be referred to the Independent Accountant to review and to determine the proper allocation (it being understood that in making such determination, the Independent Accountant shall be functioning as an expert and not as an arbitrator). The Independent Accountant shall deliver to HOLDINGS MIDSTREAM and DCPMLP, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a determination of the allocation, which determination will be binding on the parties hereto. The cost of such review and report shall be borne one-half by HOLDINGS MIDSTREAM and one-half by DCPMLP. All The Parties agree that all Tax Returns filed by DCPthe JV, HOLDINGSMIDSTREAM, the LLCs Operated Entities and each of their Affiliates concerning the LLCs Operated Entities or the Assets shall be prepared consistently with the allocation concerning such Operated Entities determined under this Section 6.12.

Appears in 1 contract

Samples: Contribution Agreement (DCP Midstream Partners, LP)

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