Common use of Asset Taxes Clause in Contracts

Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (A) any period ending prior to the Effective Time and (B) the portion of any Straddle Period that ends immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference.

Asset Taxes. Seller Grantor shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Grantor) shall be allocated to and borne by BuyerGrantee. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Grantor’s responsibility) and from and after the Effective Time (which shall be Grantee’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is preparedClosing, as applicable, Buyer Grantee and Seller Grantor shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02Taxes. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share Upon determination of the actual amount of such Asset Tax determined pursuant Taxes, Grantor shall pay to Grantee to the foregoing provisions extent not taken into account in the final statement of this Section 9.02, then Seller shall promptly pay Buyer an the Consideration Amount any additional amount necessary to equal to such difference or (y) more than SellerGrantor’s share of the actual Asset Taxes. In the event the amount of such Asset Tax, determined pursuant Taxes paid by Grantor or included as a reduction to the foregoing provisions Consideration Amount at Closing exceeds Grantor’s share of Asset Taxes, Grantee shall pay the amount of any such overage to Grantor. Any allocation of Asset Taxes between the Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference12.3.

Asset Taxes. 9.2.1 Seller shall retain responsibility for for, and shall bear and pay, all ad valorem, property, excise, sales, use severance, production or similar Taxes (including any interest, fine, penalty or additions to Tax imposed by a governmental authority in connection with such Taxes) based upon operation or ownership of the Properties or the production of Hydrocarbons therefrom (“Asset Taxes Taxes”) for (Ai) any period ending prior to the Effective Time Time, and (Bii) the portion of any Tax period beginning before and ending after the Effective Time (a “Straddle Period that ends Period”) ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Properties arising on or after the Effective Time (including all Straddle Period Asset Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, to the extent not taken into account under Section 2.2, payments will be made to cause the appropriate party to bear the Asset Taxes allocable to such Person under this Section 9.2.1. For purposes of allocation between Seller and Buyer the parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxesbasis, be deemed equal to the amount that would be payable if the tax Tax year or period ended immediately prior to the Effective Time; and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Period. period beginning on the Effective Time. 9.2.2 To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.2 or Section 2.3, as applicable, Buyer and Seller the parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02such adjustment. If, at To the time extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a party) is determinedultimately determined to be different than the amount (if any) that was taken into account in the Final Settlement Statement as finally determined pursuant to Section 2.3, timely payments will be made from one party to the other to the extent necessary to cause each party to bear the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of that is allocable to such party under Section 9.2.1. 9.2.3 Seller shall timely file any adjustment to the Purchase Price Tax Return with respect to Asset Taxes due on or before the Closing Date or that otherwise relates solely to periods before the Closing Date (a “Pre-Closing Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax made pursuant Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 10.02(b)(iii) 9.2.1. From and Section 12.02 minusafter the Closing Date, if applicable, the amount of Buyer shall timely file any adjustment to the Purchase Price Tax Returns with respect to Asset Taxes required to be filed after the Closing Date, including such Tax Returns for any Straddle Period that are due after the Closing Date (a “Post-Closing Tax Return”), and shall pay any Asset Taxes shown due and owing on such Post-Closing Tax made pursuant Return, subject to Buyer’s right of reimbursement for any Asset Taxes for which Seller is responsible under Section 10.02(a)(ii9.2.1. Buyer shall file any Post-Closing Tax Return relating to a Straddle Period in a manner consistent with past practice. Within fifteen (15) and Section 12.02 is (x) less than days prior to filing, Buyer shall deliver to Seller a draft of any such Post-Closing Tax Return for Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference review and approval (which approval will not be unreasonably withheld or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differencedelayed).

Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (Aa) any period ending prior to the Effective Time and (Bb) the portion of any Straddle Period that ends immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Asset Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1A) the amount of such Asset Taxes multiplied by (2B) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. Notwithstanding anything to the contrary in this Agreement, any ad valorem, property or similar Asset Taxes assessed on or measured by the deemed value of an Asset that is determined, pursuant to applicable law, from the prior production of Hydrocarbons therefrom, shall be allocated and deemed attributable to the period in which the relevant production of Hydrocarbons occurred, regardless of whether such Asset Tax is assessed, imposed or payable in a later period. Such Asset Taxes described in the preceding sentence that are attributable to production occurring in the taxable period that includes the Effective Time shall be prorated based on the amount of production occurring in such period prior to the Effective Time, on the one hand, and the amount of production occurring in such period on and after the Effective Time, on the other hand, with the amount of such Asset Taxes allocable to the portion of the period ending immediately prior to the Effective Time being the responsibility of Seller and the remainder being the responsibility of Buyer. To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), 12.01(b)(i) and 12.0212.01(c)(i). If, at the time the actual amount of an Asset Tax Final Statement is determinedprepared, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share (or an estimate thereof) of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference pursuant Section 12.01(c)(i) (the “Seller Additional Asset Taxes”) or (y) more than Seller’s share (or an estimate thereof) of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differencedifference pursuant to Section 12.01(b)(i) (the “Buyer Additional Asset Taxes”).

Asset Taxes. (a) Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to the Assets with respect to (Ai) any Tax period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and Purchaser shall be allocated and bear all Asset Taxes attributable to the Assets with respect to the ownership or operation of the Assets arising on (x) any Tax period beginning at or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, (y) the portion of any such Straddle Period beginning at the Effective Time. (b) For purposes of determining the allocations described in Section 10.1(a), (i) Asset Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior Hydrocarbons shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or (iii) below), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property, or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.4 or Section 2.5, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02such adjustment. If, at To the time extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is determinedultimately determined to be different than the amount (if any) that was taken into account in the final settlement of the Final Purchase Price as finally determined pursuant to Section 2.5, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax paid by Seller, plusthat is allocable to such Party under this Section 10.1. (d) Notwithstanding anything in this Agreement to the contrary, if applicablePurchaser becomes entitled, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) 2.6(a)(i), to any amounts earned from the sale of Hydrocarbons, which amounts are received after the Cut-Off Date, Purchaser shall be allocated and Section 12.02 minus, if applicable, the amount of any adjustment bear all Asset Taxes attributable to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount production of such Asset Tax determined pursuant Hydrocarbons or the receipt of proceeds therefrom notwithstanding that such Hydrocarbons were produced prior to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceEffective Time.

Asset Taxes. (a) Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to the Assets with respect to (Ai) any Tax period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and Purchaser shall be allocated and bear all Asset Taxes attributable to the Assets with respect to the ownership or operation of the Assets arising on (x) any Tax period beginning at or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, (y) the portion of any such Straddle Period beginning at the Effective Time. (b) For purposes of determining the allocations described in Section 10.1(a), (i) Asset Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior Hydrocarbons shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or (iii) below), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property, or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.4 or Section 2.5, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02such adjustment. If, at To the time extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is determinedultimately determined to be different than the amount (if any) that was taken into account in the final settlement of the Final Purchase Price as finally determined pursuant to Section 2.5, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax paid by Seller, plusthat is allocable to such Party under this Section 10.1. (d) Notwithstanding anything in this Agreement to the contrary, if applicablePurchaser becomes entitled, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) 2.6(a)(i), to any amounts earned from the sale of Hydrocarbons, which amounts are received after the Cut-Off Date, Purchaser shall be allocated and Section 12.02 minus, if applicable, the amount of any adjustment bear all Asset Taxes attributable to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount production of such Asset Tax determined pursuant Hydrocarbons or the receipt of proceeds therefrom notwithstanding that such Hydrocarbons were produced prior to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceEffective Time.

Asset Taxes. (a) Solely for the purpose of determining the amount of Asset Taxes in connection with the application of Section 2.4 and Section 2.6, and applying Section 10.3, Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to (Ai) any Tax period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and Purchaser shall be allocated and bear all Asset Taxes with respect attributable to the ownership or operation of the Assets arising on (x) any Tax period beginning at or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, (y) the portion of any Straddle Period beginning at the Effective Time; provided, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of any such Asset Taxes that consist of penalties, interest or additions to Tax to the extent attributable to the failure by Seller (or an Affiliate of Seller) to timely pay any such Asset Taxes that were or became due and payable prior to Closing. (b) Solely for purposes of determining the allocations described in Section 10.1(a), (i) Asset Taxes that are attributable to the portion severance or production of Hydrocarbons (other than, for the Straddle Period avoidance of doubt, Asset Taxes that ends immediately prior are ad valorem, property, and similar Asset Taxes imposed on a periodic basis) shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or that are ad valorem, property and similar Asset Taxes imposed on a periodic basis), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or similar Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of applying this Section 10.1(b) to Asset Taxes that are ad valorem, property and similar Asset Taxes imposed on a periodic basis, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.4 or Section 2.6, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceadjustment.

Asset Taxes. (a) (i) Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to (Ax) any Tax period ending prior to the Effective Time and (By) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and (ii) Purchaser shall be allocated and bear all Asset Taxes with respect attributable to the ownership or operation of the Assets arising on (x) any Tax period beginning at or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, (y) the portion of any such Straddle Period beginning at the Effective Time. (b) For purposes of determining the allocations described in Section 8.1(a), (i) Asset Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or (iii) below), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on January 1, 2018, and shall end on December 31, 2018, and, for the avoidance of doubt, the amount of such Asset Taxes for the 2018 tax year that are allocable to Seller shall be based on the number of days the Assets were owned from January 1, 2018, to the day before the date on which the Effective Time occurs, and the amount of such Asset Taxes that are allocable to Purchaser shall be based on the number of days the Assets were owned from the date on which the Effective Time occurs to December 31, 2018. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.4 or Section 2.5, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02such adjustment. If, at To the time extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is determinedultimately determined to be different than the amount (if any) that was taken into account in the final settlement of the Adjusted Purchase Price as finally determined pursuant to Section 2.5, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect that is allocable to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of Party under this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference8.1.

Asset Taxes. Seller Grantor shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Grantor) shall be allocated to and borne by BuyerGrantee. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Grantor’s responsibility) and from and after the Effective Time (which shall be Grantee’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is preparedClosing, as applicable, Buyer Grantee and Seller Grantor shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02Taxes. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share Upon determination of the actual amount of such Asset Tax determined pursuant Taxes, Grantor shall pay to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an Grantee any additional amount necessary to equal to such difference or (y) more than SellerGrantor’s share of the actual Asset Taxes. In the event the amount of Asset Taxes paid by Grantor exceeds Grantor’s share of Asset Taxes, Grantee shall pay the amount of any such overage to Grantor. Any allocation of Asset Tax, determined pursuant to Taxes between the foregoing provisions of Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference10.3.

Asset Taxes. (a) Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to the Assets with respect to (Ai) any Tax period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and Buyer shall be allocated and bear all Asset Taxes attributable to the Assets with respect to the ownership or operation of the Assets arising on (x) any Tax period beginning at or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, (y) the portion of any such Straddle Period beginning at the Effective Time. (b) For purposes of determining the allocations described in Section 12.1(a), (i) Asset Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior Hydrocarbons shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or (iii) below), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. To the extent the actual amount of Buyer shall send to Seller a statement that apportions each Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating Tax pursuant to this Section 12.1(b) based upon the amount of Asset Taxes for purposes actually invoiced and paid to the applicable Governmental Authority by Buyer. Such statement shall be accompanied by proof of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the Buyer’s actual amount of an Asset Tax is determined, the amount payment of such Asset Tax paid by SellerTaxes. Within ten (10) business days of receipt of each such statement and proof of payment, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller shall reimburse Buyer for Seller’s share of the actual amount allocated portion of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceTaxes.

Asset Taxes. Seller (a) Sellers shall retain responsibility for be allocated and bear all Asset Taxes (ignoring, for purposes of this Section 9.1, that such Asset Taxes with respect to the Samedan Assets may be imposed on the Samedan Group rather than on the Parties directly) attributable to (Ai) any Tax period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and Purchaser shall be allocated and bear all Asset Taxes attributable to (x) any Tax period beginning at or after the Effective Time and (y) the portion of any Straddle Period beginning at the Effective Time. (b) For purposes of determining the allocations described in Section 9.1(a): (i) The Parties acknowledge that the State of Colorado and the State of Wyoming determine the assessed value for Property Taxes with respect to the ownership or operation certain of the Assets arising based on the production of Hydrocarbons (“Oil and Gas Property Taxes”). Notwithstanding the forgoing, however, Oil and Gas Property Taxes shall be apportioned between the Parties in accordance with the relative ownership periods during the year such Oil and Gas Property Taxes are assessed. For example, 2017 Oil and Gas Property Taxes for the State of Colorado, payable in 2018, are measured by the value of 2016 production of Hydrocarbons but shall be allocated between Sellers and Purchaser in accordance with their proportionate ownership periods during 2017 before and after the Effective Time (notwithstanding the fact that such Oil and Gas Property Taxes are measured by the value of 2016 production of Hydrocarbons). Similarly, 2017 Oil and Gas Property Taxes for the State of Wyoming, payable in 2018, are measured by the value of 2017 production of Hydrocarbons but shall be allocated between Sellers and Purchaser in accordance with their proportionate ownership periods during 2017 before and after the Effective Time (regardless of the amount of production of Hydrocarbons occurring before and after the Effective Time); (ii) Property Taxes other than those described in clause (i) (“Other Property Taxes”) shall be deemed attributable to the period during which ownership of the applicable Assets gives rise to liability for such Other Property Taxes, and liability therefor allocated to Sellers for all periods ending prior to the Effective Time and to Purchaser for all periods beginning on or after the Effective Time Time. Other Property Taxes pertaining to a Straddle Period shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending prior to the Effective Time and the portion of such Straddle Period beginning on or after the Effective Time by prorating each such Other Property Tax based on the day immediately prior to number of days in the applicable Straddle Period that occur before the day on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on and after the day on which the Effective Time occurs, on the other hand. For purposes of the preceding sentence, the period for such Other Property Tax shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Other Property Tax and shall end on the day before the next such date; and (iii) Severance Taxes shall be deemed attributable to the period during which the production of the Hydrocarbons with respect to such Severance Taxes occurred, and liability therefor shall be allocated to Sellers for Severance Taxes that relate to production of Hydrocarbons prior to the Effective Time and to Purchaser for Severance Taxes that relate to production of Hydrocarbons on or after the Effective Time. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.4 or Section 2.5, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02such adjustment. If, at To the time extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is determinedultimately determined to be different than the amount (if any) that was taken into account in the final settlement statement as finally determined pursuant to Section 2.5(b), timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect that is allocable to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of Party under this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference9.1.

Asset Taxes. (a) Solely for purposes of determining the Base Purchase Price adjustments pursuant to Section 3.02(a)(vi), Seller will be allocated and shall retain responsibility for and bear all Asset Taxes for attributable to (i) any Tax period ending prior to the Effective Time and (ii) the portion of any Straddle Period ending immediately prior to the Effective Time. Buyer will be allocated and shall bear all Asset Taxes attributable to (A) any Tax period ending prior to beginning at or after the Effective Time and (B) the portion of any Straddle Period that ends immediately prior to beginning at the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. . (b) For purposes of allocation between Seller and Buyer of determining the allocations described in Section 13.01(a), (i) Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior Hydrocarbons (other than such Asset Taxes described in clause (iii), below) will be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) or (iii)), will be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period will be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes will begin on the date on which ownership of the applicable Assets gives rise to Liability for the particular Asset Tax and will end on the day before the next such date. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at the Closing or at the time of the determination of the Final Settlement Statement is preparedpursuant to Section 3.04, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii)such adjustment, and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price as finally determined in accordance with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) 3.04 will be final and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differencebinding.

Asset Taxes. (a) (i) Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to (Ax) any Tax period ending prior to the Effective Time and (By) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All , and (ii) Purchaser shall be allocated and bear all Asset Taxes with respect attributable to the ownership or operation of the Assets arising on (x) any Tax period beginning at or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, (y) the portion of any such Straddle Period beginning at the Effective Time. (b) For purposes of determining the allocations described in Section 8.1(a), (i) Asset Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or (iii) below), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, divided by on the total one hand, and the number of days in such Straddle PeriodPeriod that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on January 1, 2017, and shall end on December 31, 2017, and, for the avoidance of doubt, the amount of such Asset Taxes for the 2017 tax year that are allocable to Seller shall be based on the number of days the Assets were owned from January 1, 2017, to the day before the date on which the Effective Time occurs, and the amount of such Asset Taxes that are allocable to Purchaser shall be based on the number of days the Assets were owned from the date on which the Effective Time occurs to December 31, 2017. (c) To the extent the actual amount of an Asset Taxes Tax is not determinable at Closing or known at the time the Final Statement an adjustment is preparedto be made with respect to such Asset Tax pursuant to Section 2.4 or Section 2.5, as applicable, Buyer and Seller the Parties shall utilize the most recent information available in estimating the amount of such Asset Taxes Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02such adjustment. If, at To the time extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is determinedultimately determined to be different than the amount (if any) that was taken into account in the final settlement of the Adjusted Purchase Price as finally determined pursuant to Section 2.5, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect that is allocable to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of Party under this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference8.1.

Asset Taxes. Seller Grantor shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Grantor) shall be allocated to and borne by BuyerGrantee. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Grantor’s responsibility) and from and after the Effective Time (which shall be Grantee’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is preparedClosing, as applicable, Buyer Grantee and Seller Grantor shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02Taxes. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share Upon determination of the actual amount of such Asset Tax determined pursuant Taxes, Grantor shall pay to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an Grantee any additional amount necessary to equal to such difference or (y) more than SellerGrantor’s share of the actual Asset Taxes. In the event the amount of Asset Taxes paid by Grantor exceeds Grantor’s share of Asset Taxes, Grantee shall pay the amount of any such overage to Grantor. Any allocation of Asset Tax, determined pursuant to Taxes between the foregoing provisions of Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference12.3.

Asset Taxes. (a) Seller shall retain responsibility for be allocated and bear all Asset Taxes for attributable to the Assets with respect to (Ai) any tax period ending prior to the Effective Time Date and (Bii) the portion of any tax period beginning before and ending after the Effective Date (a “Straddle Period”) ending immediately prior to the Effective Date, and Purchaser shall be allocated and bear all Asset Taxes attributable to the Assets with respect to (x) any tax period beginning at or after the Effective Date and (y) the portion of any Straddle Period that ends immediately prior to beginning at the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. Date. (b) For purposes of allocation between Seller and Buyer of determining the allocations described in Section 6.1(a), (i) Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion severance or production of the Straddle Period that ends immediately prior hydrocarbons (other than such Asset Taxes described in clause (iii), below) shall be allocated to the Effective Time shall period in which the severance or production giving rise to such Asset Taxes occurred, (iii) in the case of Asset Taxes that are based upon or related to income sales or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of than such Asset Taxes multiplied by described in clause (2i) above or (iii) below), shall be allocated to the quotient of period in which the number of days in transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the day immediately prior to the day Effective Date and the portion of such Straddle Period beginning at the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time Date occurs, divided by on the total one hand, and the number of days in such Straddle Period. To Period that occur on or after the extent date on which the actual amount of Asset Taxes is not determinable at Closing or at Effective Date occurs, on the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceother hand.

Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (A) any period ending prior to All Asset Taxes shall be prorated between Buyer and Seller as of the Effective Time and (B) the portion of any Straddle Period for all taxable periods that ends immediately prior to include the Effective Time. All Asset Taxes with respect attributable to periods, including partial periods, prior to the ownership or operation of Effective Time are the Assets arising on or obligation of, and shall be borne by, Seller. All Asset Taxes attributable to periods, including partial periods, from and after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller The Base Purchase Price shall be adjusted as provided in Section 3.1(A)(iii) and Buyer of Asset Taxes that are payable Section 3.1(B)(ii) with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount proration of Asset Taxes for purposes of Sections 10.02(a)(ii)the Current Tax Period that are paid prior to the Closing Date. With respect to Asset Taxes for the Current Tax Period that are not paid prior to the Closing Date, 10.02(b)(iii), and 12.02. If, at a proration shall be made between the time the actual amount of Parties as an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Base Purchase Price pursuant to Section 3.1(B)(iv) based on the best current information available as of Closing, subject to further adjustment in the Post-Closing Adjustment Statement based on then-current information. If actual Asset Taxes with respect to such the Current Tax Period (“Actual Asset Tax made Taxes”) are greater than the amounts estimated for purposes of the Post-Closing Adjustment Statement pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, 3.3 (the amount of any adjustment to the Purchase Price with respect to such “Estimated Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02Taxes”), then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than the “Underestimated Amount”), multiplied by a fraction, the numerator of which is the number of days in the Current Tax Period which are prior to the Effective Time and the denominator of which is the total number of days in the Current Tax Period (“Seller’s share Pro Rata Share”). Seller shall pay such amount to Buyer within ten (10) business days of the actual amount Seller’s receipt of such Buyer’s invoice therefor. If Actual Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02Taxes are less than Estimated Asset Taxes, then Buyer shall promptly pay Seller an amount equal to such differencedifference (the “Overestimated Amount”) multiplied by Seller’s Pro Rata Share. Buyer shall pay such amount to Seller within ten (10) business days after Buyer’s receipt of statements setting out the amount of Actual Asset Taxes. (B) For the Current Tax Period, Seller agrees to immediately forward to Buyer any tax reports and returns received by Seller after Closing and to provide Buyer with any information in Seller’s possession that is necessary for Buyer to timely file any required tax reports and returns. With respect to taxable periods that include the Effective Time, Buyer shall file all tax returns and reports applicable to the Assets required to be filed after the Closing Date and shall indemnify the Seller against liability for the payment of Asset Taxes with respect to such tax returns and reports and the filing of such tax returns and reports.

Asset Taxes. Seller shall retain responsibility for for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Assets for (Ai) any period ending prior to the Effective Time and (Bii) the portion of any Straddle Period that ends ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (iA) in the case of Asset Taxes that are based upon or related to revenues, income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to allocated based on revenues from sales occurring before the Effective TimeTime (which shall be Seller’s responsibility) and from and after the Effective Time (which shall be Buyer’s responsibility); and (iiB) in the case of other Asset Taxes, be deemed equal to allocated pro rata per day between the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (A) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day on which between the period ending immediately prior to the Effective Time occurs, divided by and the total number of days in such Straddle Periodperiod beginning on the Effective Time. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicableClosing, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes Taxes. Upon determination of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determinedTaxes, Seller shall pay to Buyer to the amount extent not taken into account in the final statement of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect any additional amount necessary to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than equal Seller’s share of the actual Asset Taxes. In the event the amount of such Asset Tax determined pursuant Taxes paid by Seller or included as a reduction to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Purchase Price at Closing exceeds Seller’s share of Asset Taxes, Buyer shall pay the actual amount of any such overage to Seller. Any allocation of Asset Tax, determined pursuant to Taxes between the foregoing provisions of Parties shall be in accordance with this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference12.3.

Asset Taxes. (A) Seller shall retain responsibility for be allocated and bear all Asset Taxes attributable to the Assets and their operations for (A) any Tax period ending prior to on the Effective Time Execution Date and (B) the portion of any Straddle Period that ends immediately prior to ending on the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time Execution Date, and Buyer shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of bear all Asset Taxes that are payable with respect attributable to Straddle Periods, (X) any Tax period beginning after the Execution Date and (Y) the portion of any such Straddle Period beginning after the Execution Date. (B) The portion of any Asset Taxes attributable to the Assets and their Operations that are attributable is allocable to the portion of the Straddle Period that ends immediately prior to ending on the Effective Time Execution Date shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes for the entire Straddle Period multiplied by (2) a fraction the quotient numerator of which is the number of days in the portion of such Straddle Period Tax period ending on the day immediately prior to Execution Date and the day on denominator of which is the Effective Time occurs, divided by the total number of days in such the entire Straddle Period. To Period and for the extent portion of the actual amount period of any Asset Taxes that is not determinable at Closing or at allocable to the time portion of the Final Statement is prepared, as applicable, Buyer and Seller Straddle Period beginning after the Execution Date shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, be deemed to be the amount of such Asset Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Tax paid by period ending after the Execution Date and the denominator of which is the number of days in the entire Straddle Period. Upon receipt of any xxxx for such Asset Taxes relating to Company, Buyer or Seller, plus, if as applicable, shall present a statement to the other setting forth the amount of any adjustment reimbursement to which each is entitled under this Section 7.8(c)(i) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the Purchase Price with respect other within ten (10) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 7.8(c)(i), the applicable Party shall make such Asset Tax made pursuant to Section 10.02(b)(iiireimbursement promptly but in no event later than ten (10) and Section 12.02 minus, if applicable, days after the presentation of a statement setting forth the amount of any adjustment reimbursement to which the Purchase Price presenting party is entitled along with respect such supporting evidence as is reasonably necessary to such calculate the amount of reimbursement; provided, however, that Seller shall have no obligation to reimburse the amount of the Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 that is (x) less than Seller’s share specifically included in the calculation of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such differenceAdjusted Purchase Price.