Common use of Expenses and Taxes Clause in Contracts

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignment), conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed on Seller or the Selling Subsidiaries with respect to the ownership of the Assets through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes and transfer and similar taxes (including any applicable interest or penalties) (the “Transfer Taxes”) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the 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. Upon determination of the actual amount of Asset Taxes, Seller shall promptly pay to Buyer any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of ad valorem and property taxes for the most recent year for which Asset Taxes paid by Seller exceeds Seller’s share of Asset Taxes, Buyer promptly shall pay the amount of any such taxes can excess to Seller. (c) Seller shall timely file any return with respect to Asset Taxes due on or before the Effective Time or that otherwise relates solely to periods before the Effective Time (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 14.2(b). Within fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer BG or Seller EXCO in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey evidence title to the Assets to Buyer in a Reorganized Entity shall be allocated to such Reorganized Entity and borne by BuyerBG or EXCO, as applicable, in proportion to their ownership interests in such Reorganized Entity after completing the transactions described in this Agreement. Seller EXCO shall assume responsibility for, and shall bear and pay, all federal income taxesTaxes, state income taxesTaxes, and other similar taxes Taxes (including any applicable interest or penalties) incurred or imposed (i) with respect to the transactions described in this AgreementAgreement and (ii) with respect to the EXCO Subs, for all periods (or portions thereof) ending on or prior to the Closing Date. Buyer BG shall assume responsibility for, and shall bear and pay, all state sales and use taxes Taxes (including any applicable interest or penalties) incurred or imposed with respect to the transfer of Assets to a Reorganized Entity to the extent of its ownership interests in such Reorganized Entity after completing the transactions described in this Agreement. Seller EXCO shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Subject Interests for (including any applicable penalties and interestA) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (B) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Subject Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to EXCO in the preceding sentence) shall be allocated to and borne by BG and EXCO in accordance with their proportionate direct and indirect ownership of the Assets as determined after the transactions contemplated by this Agreement have been completed. Upon determination of the actual amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer Asset Taxes, EXCO shall be responsible for payment pay to the taxing authorities of all ad valorem and property taxes for the current year, except BG to the extent Seller has paid all or a portion not taken into account in the Final Settlement Statement any additional amount necessary to equal EXCO’s share of the ad valorem Asset Taxes. (c) EXCO shall prepare and property taxes timely file any Tax returns of EXCO PA and EXCO WV that are required to be filed for any period that ends on or before the taxing authorities Closing Date and shall pay any Taxes required to be paid with respect to such Tax Returns. In addition, EXCO shall timely file any return with respect to Asset Taxes due after the Effective Time and on or before the Closing Date (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to EXCO’s right of reimbursement for the current tax yearany Asset Taxes for which BG is responsible under Section 15.2(b). Within 15 days prior to filing, EXCO shall deliver to BG a draft of any such Pre-Closing Asset Tax Return for BG’s review and approval (which approval will not be unreasonably withheld or delayed).

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses expenses, including filing fees, in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, taxes and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, excise, real property transfer, gross receipts, goods and use services, registration, capital, documentary, stamp or other transfer taxes (including any applicable interest interest, or penaltiespenalties or additional amounts which may be imposed with respect thereto) incurred by or imposed upon Seller with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, Hydrocarbons or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the 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. To the extent the actual amount of Asset Taxes is not determinable at Closing, Buyer and Seller shall utilize the most recent information available in estimating the amount of ad valorem Asset Taxes for purposes of Sections 3.3(a)(iii) and property taxes for 3.3(b)(v). Upon determination of the most recent year for which actual amount of Asset Taxes, Seller shall pay to Buyer to the extent not taken into account in the Final Settlement Statement any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of such taxes can be finally determined Asset Taxes paid by Seller or included as a reduction to the Closing Cash Consideration pursuant to Section 3.3(b)(v) at the Closing. Closing exceeds Seller’s share of Asset Taxes, Buyer shall pay the amount of any such overage to Seller. (c) Seller shall timely file any return with respect to Asset Taxes due after the Effective Time and on or before the Closing Date (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 15.2(b). Within fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses expenses, including HSR filing fees, in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, taxes and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, Hydrocarbons or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer (other than releases of Encumbrances and assignments or other documents obtained by Seller in connection with the cure of any Title Defect) shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes and gross receipts taxes in the nature of sales taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time Time, to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer▇▇▇▇▇. Buyer shall (i) file all necessary Tax returns and other documentation with respect to all sales, use, transfer and similar taxes (“Transfer Taxes”) and fees arising out of or in connection with the transactions effected pursuant to this Agreement and (ii) be liable for and either promptly reimburse Seller for, or promptly pay, any such Transfer Taxes. Seller shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state income taxestaxes (including the Texas franchise Tax), and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. ownership of the Assets through the Closing Date, and Buyer shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state sales income taxes (including the Texas franchise Tax), and use other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreementownership of the Assets after the Closing Date. Seller shall assume responsibility be responsible for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured Production Taxes assessed by the ownership of the Assets, the production of Hydrocarbonsany Governmental Authority for any period, or the receipt of proceeds therefromportion thereof, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any period period, or portion thereof, that begins on or after the Effective TimeTime (including any “rollback” or similar ad valorem or property Tax resulting from a change in use of property by ▇▇▇▇▇, regardless of the period with respect to which such rollback or similar Tax is calculated). For purposes of this Agreement, the foregoing proration of ad valorem valorem, property and property similar taxes (including any applicable interest or penalties) shall be accomplished prorated at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property such taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property such taxes to the taxing authorities Governmental Authority for the current tax yearyear prior to Closing. Seller shall pay to Buyer on demand Seller’s portion of all Production Taxes prorated to Seller under this Section 14.1 but paid by Buyer to the extent not taken into account under Section 3.2(b)(iii). Buyer shall pay to Seller on demand Buyer’s portion of all Production Taxes prorated to Buyer under this Section 14.1 but paid by Seller to the extent not taken into account under Section 3.2(a)(iii). (c) If ▇▇▇▇▇ receives a refund of any Taxes that ▇▇▇▇▇▇ is responsible for hereunder, or if Seller receive a refund of any Taxes that ▇▇▇▇▇ is responsible for hereunder, and such refund was not taken into account for purposes of determining the Final Price under Section 3.2, the party receiving such refund shall, within 30 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Buyer shall (i) file all necessary Tax returns and other documentation with respect to all sales, use, transfer and similar taxes (“Transfer Taxes”) and fees arising out of or in connection with the transactions effected pursuant to this Agreement and (ii) be liable for and either promptly reimburse Seller for, or promptly pay, any such Transfer Taxes. Seller shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state income taxestaxes (including the Texas franchise Tax), and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. ownership of the Assets through the Closing Date, and Buyer shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state sales income taxes (including the Texas franchise Tax), and use other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreementownership of the Assets after the Closing Date. Seller shall assume responsibility be responsible for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured Production Taxes assessed by the ownership of the Assets, the production of Hydrocarbonsany Governmental Authority for any period, or the receipt of proceeds therefromportion thereof, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any period period, or portion thereof, that begins on or after the Effective TimeTime (including any “rollback” or similar ad valorem or property Tax resulting from a change in use of property by Buyer, regardless of the period with respect to which such rollback or similar Tax is calculated). For purposes of this Agreement, the foregoing proration of ad valorem valorem, property and property similar taxes (including any applicable interest or penalties) shall be accomplished prorated at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property such taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property such taxes to the taxing authorities Governmental Authority for the current tax yearyear prior to Closing. Seller shall pay to Buyer on demand Seller’s portion of all Production Taxes prorated to Seller under this Section 14.1 but paid by Buyer to the extent not taken into account under Section 3.2(b)(iii). Buyer shall pay to Seller on demand Buyer’s portion of all Production Taxes prorated to Buyer under this Section 14.1 but paid by Seller to the extent not taken into account under Section 3.2(a)(iii). (c) If Buyer receives a refund of any Taxes that Seller is responsible for hereunder, or if Seller receive a refund of any Taxes that Buyer is responsible for hereunder, and such refund was not taken into account for purposes of determining the Final Price under Section 3.2, the party receiving such refund shall, within 30 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. , except Seller shall assume responsibility be responsible for recording fees and expenses related to the filing of any release of liens delivered by Seller at Closing. Buyer shall (i) file all necessary Tax returns and other documentation with respect to all sales, use, transfer and similar taxes (“Transfer Taxes”) and fees arising out of or in connection with the transactions effected pursuant to this Agreement and (ii) be liable for and either promptly reimburse Seller for, or promptly pay, any such Transfer Taxes. For the period that includes the Effective Time, Seller shall be responsible for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any portion of such period prior to the Effective Time, and . Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any period period, or portion thereof, that begins on or after the Effective TimeTime (including any “rollback” or similar ad valorem or property Tax resulting from a change in use of property by Buyer, regardless of the period with respect to which such rollback or similar Tax is calculated). For purposes of this Agreement, the foregoing proration of ad valorem (i) production, severance, and property similar taxes (including any applicable interest or penalties) shall be accomplished allocated to the period during which the relevant production occurred and (ii) ad valorem, property and similar taxes (including any applicable interest or penalties) shall be prorated at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property such taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property such taxes to the taxing authorities Governmental Authority for the current tax yearyear prior to Closing. Seller shall pay to Buyer on demand Seller’s portion of all Production Taxes prorated to Seller under this Section 14.1 but paid by Buyer to the extent not taken into account under Section 3.2(b)(iii). Buyer shall pay to Seller on demand Buyer’s portion of all Production Taxes prorated to Buyer under this Section 14.1 but paid by Seller to the extent not taken into account under Section 3.2(a)(iii). (c) If Buyer receives a refund of any Taxes that Seller is responsible for hereunder, or if Seller receive a refund of any Taxes that Buyer is responsible for hereunder, and such refund was not taken into account for purposes of determining the Final Price under Section 3.2, the party receiving such refund shall, within 30 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder.

Expenses and Taxes. (a) Except as otherwise specifically provided, all All fees, costs and expenses incurred by Sellers or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignment), conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Each Seller shall assume responsibility remain responsible for, and shall bear and pay, all federal income taxesIncome Taxes incurred by or imposed on such Seller, state income taxesits direct or indirect owners or Affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect no such Taxes shall be taken into account as adjustments to the transactions described in this AgreementPurchase Price under Section 3.3. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, transfer and use taxes (including any applicable interest or penalties) similar Taxes incurred or imposed with respect to the transactions described in this AgreementAgreement (the “Transfer Taxes”). Each Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be remain responsible for, and shall bear and pay, all Asset Taxes attributable for such taxes and assessments assessed against the Assets by any taxing authority Seller for (i) any period that begins ending on or after before the Effective Time, and (ii) the portion of any Straddle Period ending at the Effective Time. All Asset Taxes arising after the Effective Time (including all Straddle Period Asset Taxes not apportioned to Sellers) 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 3.3, payments will be made to cause the appropriate Party to bear the Asset Taxes allocable to such Person under this Section 15.2(b). For purposes of this Agreementallocation among the Parties of Asset Taxes that are payable with respect to Straddle Periods, (A) Asset Taxes that are attributable to the foregoing proration severance or production of ad valorem and property taxes Hydrocarbons shall be accomplished allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (B) Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (A) or (C)), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (C) 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 at the Closing Effective Time and the portion of such Straddle Period beginning immediately following the Effective Time by prorating each such Asset Tax based on the ratio of the number of days in the year prior to (for Seller) and applicable Straddle Period that occur on and after (for Buyer) or before the day on which the Effective Time to occurs, on the total one hand, and the number of days in such Straddle Period that occur after the year as applied to the amount of ad valorem and property taxes for the most recent year for day on which the amount of Effective Time occurs, on the other hand. (c) Sellers shall timely file any 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 taxes can Pre-Closing Tax Return. From and after the Closing Date, Buyer shall timely file any Tax Returns with respect to Asset Taxes required to be finally determined at filed after the Closing. Buyer Closing Date, including for any Straddle Period (a “Post-Closing Tax Return”), and, subject to Buyer’s indemnification rights under Article VIII, shall be responsible for the payment to the taxing authorities applicable Taxing Authorities of all ad valorem Asset Taxes that become due and property taxes payable after the Closing Date. Buyer shall file any Post-Closing Tax Return in a manner consistent with past practice except as otherwise required by Law. The Parties agree that (i) this Section 15.2(c) is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Taxing Authority, and (ii) nothing in this Section 15.2(c) shall be interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Parties. (d) Any payments made to any Party pursuant to Article VIII shall constitute an adjustment of the Purchase Price for the current year, except Tax purposes and shall be treated as such by Buyer and Sellers on their Tax Returns to the extent Seller has paid all or a portion of the ad valorem permitted by applicable Law. (e) The Parties shall cooperate fully, as and property taxes to the taxing authorities extent reasonably requested in connection with the filing of any Tax Returns, the qualification for any exemption or reduction in Tax that may be available, any audit, litigation or other proceeding with respect to these matters for the current tax yearAssets. Such cooperation shall include the retention of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer agrees to allow access (upon request) to the Assets by Seller’s Representative and their auditors and State or Federal representatives relevant to any such audit, litigation or other proceeding.

Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsAssignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, taxes and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, excise, real property transfer, gross receipts, goods and use services, registration, capital, documentary, stamp or other transfer taxes (including any applicable interest interest, or penaltiespenalties or additional amounts which may be imposed with respect thereto) incurred by or imposed upon Seller with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, Hydrocarbons or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. . (c) Seller and Buyer shall be responsible for payment cooperate in the preparation and filing of all tax returns relating to the taxing authorities transactions contemplated herein or for tax periods which straddle the Effective Time and/or the Closing Date, including United States Internal Revenue Service Form 8594, pursuant to Temporary Treasury Regulation section 1.1060-1T, to report the allocation of all ad valorem the Purchase Price among the Properties. To the extent required by Code Section 1060 and property taxes any Treasury Regulations promulgated thereunder, any such allocations shall be consistent with the Allocated Values as set forth in Schedule 3.8. Seller has accepted such Allocated Values for purposes of this Agreement and the current yeartransactions contemplated hereby, except but makes no representations or warranties as to the extent Seller has paid all or a portion accuracy of the ad valorem and property taxes to the taxing authorities for the current tax yearsuch values.