Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, MLP shall prepare and deliver to GSR HOLDINGS a statement (the “Allocation Statement”) allocating the Consideration among the assets of the 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 MLP of any disputes with the allocation as set forth in the Allocation Statement. GSR HOLDINGS and 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 MLP cannot resolve the disputed allocation prior to such date, then GSR HOLDINGS and 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 MLP, 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 MLP. All Tax Returns filed by MLP, GSR HOLDINGS, the Entities and each of their Affiliates concerning the Entities or the Assets shall be prepared consistently with the allocation determined under this Section 6.7.
Appears in 1 contract
Samples: Contribution and Sale Agreement (DCP Midstream Partners, LP)
Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, MLP DCP shall prepare and deliver to GSR HOLDINGS a statement (the “"Allocation Statement”") allocating the Consideration among the assets of the Entities LLCs 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 MLP DCP of any disputes with the allocation as set forth in the Allocation Statement. GSR HOLDINGS and MLP 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 GSR HOLDINGS and MLP DCP cannot resolve the disputed allocation prior to such date, then GSR HOLDINGS and MLP 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 GSR HOLDINGS and MLPDCP, 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 MLPDCP. All Tax Returns filed by MLPDCP, GSR HOLDINGS, the Entities LLCs and each of their Affiliates concerning the Entities LLCs or the Assets shall be prepared consistently with the allocation determined under this Section 6.7.6.12. (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, MLP shall prepare and deliver to GSR HOLDINGS MIDSTREAM a statement (the “Allocation Statement”) allocating the Consideration among the assets of the Entities in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. GSR HOLDINGS MIDSTREAM shall have fifteen (15) days to review the Allocation Statement and shall notify MLP of any disputes with the allocation as set forth in the Allocation Statement. GSR HOLDINGS and MLP 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 GSR HOLDINGS and MLP the Parties cannot resolve the disputed allocation prior to such date, then GSR HOLDINGS and MLP 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 GSR HOLDINGS MIDSTREAM and MLP, 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 MIDSTREAM and one-half by MLP. All The Parties agree that all Tax Returns filed by MLPthe JV, GSR HOLDINGSMIDSTREAM, the Operated Entities and each of their Affiliates concerning the Operated Entities or the Assets shall be prepared consistently with the allocation concerning such Operated Entities determined under this Section 6.76.12.
Appears in 1 contract
Samples: Contribution Agreement (DCP Midstream Partners, LP)
Allocation Statement. As promptly as practicable, but in no event later than sixty (60) days after the delivery of Final Settlement Statement, MLP DCP shall prepare and deliver to GSR HOLDINGS a statement (the “"Allocation Statement”") allocating the Consideration among the assets of the Entities LLCs 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 MLP DCP of any disputes with the allocation as set forth in the Allocation Statement. GSR HOLDINGS and MLP 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 GSR HOLDINGS and MLP DCP cannot resolve the disputed allocation prior to such date, then GSR HOLDINGS and MLP 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 GSR HOLDINGS and MLPDCP, 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 MLPDCP. All Tax Returns filed by MLPDCP, GSR HOLDINGS, the Entities LLCs and each of their Affiliates concerning the Entities LLCs or the Assets shall be prepared consistently with the allocation determined under this Section 6.76.12.
Appears in 1 contract
Samples: Contribution Agreement (DCP Midstream Partners, LP)