Purchase Price Allocation for Tax Purposes. Seller and Purchaser agree to allocate the Purchase Price (as adjusted pursuant to the provisions hereof) entirely to Class V assets consistent with the following: (a) with respect to those Assets that are presently producing to which value has been allocated on Exhibit A, Schedule 3, 90% shall be allocated to the Subject Interests associated therewith and 10% shall be allocated to the tangible personal property associated therewith, and (b) with respect to those Assets that are not presently producing to which value has been allocated on Exhibit A, Schedule 3, one hundred percent (100%) shall be allocated to the Subject Interests associated therewith. Within thirty (30) days following the Final Settlement Date, Purchaser shall provide to Seller an allocation (consistent with the allocations on Exhibit A, Schedule 3) of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in a manner consistent with the terms of this Agreement and shall not take any position inconsistent therewith upon examination of any such Tax Return, in any refund claim, in any litigation, investigation or otherwise unless required to do so by applicable law. Seller and Purchaser shall confer and cooperate in good faith on any revisions to the allocation of the Purchase Price, including reporting any matters that require updating (including adjustments to the Purchase Price) to be consistent with the agreed allocation.
Purchase Price Allocation for Tax Purposes. Seller and Buyer agree that the Purchase Price shall be allocated to the various Assets for federal and state income tax purposes as shown on Exhibit 8.10. The Parties further agree that the allocations set forth on Exhibit 8.10 represent reasonable estimates of the fair market values of the Assets described therein.
Purchase Price Allocation for Tax Purposes. For the purpose of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any sales or other transfer taxes due in connection with the transactions contemplated hereby, Seller and Purchaser agree to allocate the Purchase Price (as adjusted pursuant to the provisions hereof) and any liabilities assumed by Purchaser under this Agreement entirely as provided in Exhibit A, Schedule 3. Seller hereby represents and warrants to Purchaser as follows:
Purchase Price Allocation for Tax Purposes on or before the Closing Date, Buyer and Seller shall agree in writing as to the allocation of the Purchase Price among the Properties under the methodology required pursuant to Section 1060 of the Code (the “Purchase Price Allocation”). If an adjustment to the Purchase Price is made under this Agreement, the Parties shall adjust the Purchase Price Allocation to be consistent with the Adjusted Purchase Price. Seller and Buyer shall report the transactions contemplated hereby on all U.S. federal income tax returns (including Form 8594 and all other information returns and supplements thereto required to be filed by the Parties under Section 1060 of the Code) in a manner consistent with such Purchase Price Allocation. In the event that the allocation is disputed by any taxing authority, the Party receiving notice of such dispute will promptly notify and consult with the other Party and keep the other Party apprised of material developments concerning resolution of such dispute.
Purchase Price Allocation for Tax Purposes. Purchaser and the Seller Parties agree that the Purchase Price and the Liabilities of the Company and its qualified subchapter S subsidiaries (plus other relevant items) will be allocated to the assets of the Company and its qualified subchapter S subsidiaries for all purposes (including Tax and financial accounting) as agreed by Purchaser and the Seller Parties prior to the Closing Date and described in a schedule to be attached to this Agreement prior to the Closing Date as Schedule 1.04, which is intended to constitute an allocation consistent with Section 338(h)(10) of the Code (which section shall not apply to Subsidiaries that are “C” corporations) and Section 1060 of the Code and the regulations thereunder. The Parties shall use such allocation for purpose of complying with the Code and for filing Form 8594 with the Internal Revenue Service, and the Parties agree that they will not take or cause to be taken any position on any Tax Return or attachment thereto (including IRS Form 8594), before any Taxing Authority or in any Proceeding that is in any way inconsistent with such allocation, as finally agreed or resolved, without the written consent of the other Parties to this Agreement or unless specifically required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code or an analogous provision of applicable Law. The Parties shall reasonably cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation. The Parties shall promptly advise each other of the existence of any Tax audit, controversy, determination or litigation related to such allocation.
Purchase Price Allocation for Tax Purposes. Seller and Buyer agree that the Purchase Price shall be allocated to the various Assets for federal and state income tax purposes only in the manner set forth on Schedule 15.9. The allocation of the Purchase Price shall be reflected on the completed Form 8594 (Asset Acquisition Statement Under Section 1060), which Form Seller and Buyer will each file separately with the Internal Revenue Service pursuant to the requirements of section 1060(b) of the Code. The Parties agree not to take a federal or state income tax reporting position inconsistent with the allocations set forth on Schedule 15.9. The Parties further agree that the allocations set forth on Schedule 15.9 represent reasonable estimates of the fair market values of the Assets described therein.
Purchase Price Allocation for Tax Purposes. Seller and Buyer agree that the Purchase Price shall be preliminarily allocated to the various Assets for federal, state and local income Tax purposes only in the manner set forth on Schedule 15.9. The allocation of the Purchase Price shall be reflected on the completed Form 8594 (Asset Acquisition Statement Under Section 1060), which Form Seller and Buyer will each file separately with the Internal Revenue Service pursuant to the requirements of section 1060(b) of the Code. Unless otherwise required by Law, the Parties agree not to take a federal, state or local income Tax reporting position inconsistent with the allocations set forth on Schedule 15.9, as revised as provided in this Section 15.9. The Parties further agree that the allocations set forth on Schedule 15.9 represent reasonable estimates of the fair market values of the Assets described therein. The Parties agree to revise the allocations set forth on Schedule 15.9 in good faith and in accordance with section 1060 of the Code to reflect adjustments to the Purchase Price (including those final adjustments made under Section 3.4 in the preparation of the Final Adjustment Statement).
Purchase Price Allocation for Tax Purposes. Within one hundred eighty (180) days after the Closing Date, Buyer will provide to Seller a copy of Internal Revenue Service Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Purchase Price (and all other applicable amounts) among the assets of NBLLC. If Seller disputes Buyer’s proposed allocation, Seller will give Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Asset Acquisition Statement setting forth the matters in dispute and the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (30) day period, Seller will be deemed to have agreed to, and accepted, such Asset Acquisition Statement. Buyer and Seller will endeavor in good faith to resolve any disputes with respect to the Asset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the Parties cannot resolve any such disputes within such fifteen (15) day period, Buyer shall engage a nationally recognized independent accounting, law or appraisal firm chosen jointly by Buyer and Seller for resolution. Both Buyer and Seller agree to accept such firm’s determination with respect to the Asset Allocation Statement, agree to file Forms 8594 with the Internal Revenue Service in accordance to such allocation and agree not to take any position before any Tax authority inconsistent therewith. Any fees, costs and expenses for such engagement will be borne equally by Buyer and Seller.
Purchase Price Allocation for Tax Purposes. Sellers and Buyer agree that the Purchase Price shall be allocated to the various Assets for federal and state income tax purposes only in the manner set forth in SCHEDULE 14.10. The parties agree not to take a federal or state income tax reporting position inconsistent with the allocations set forth on SCHEDULE 14.10. The parties further agree that the allocations set forth on SCHEDULE 14.10 represent reasonable estimates of the fair market values of the Assets described therein.
Purchase Price Allocation for Tax Purposes. Prior to the Closing, Seller and Purchaser shall cooperate to determine, to the extent necessary, any allocation of the Purchase Price among the Purchased Assets for federal, state, local and foreign income Tax purposes, and prepare an allocation statement in accordance with Section 1060 of the Code. Purchaser and Seller shall accurately reflect such allocation of the Purchase Price on all income Tax Returns and reports, including IRS Form 8594, for their respective taxable years in which the Closing occurs and shall not take any position inconsistent with such allocation before any taxing authority or in any judicial proceeding. Each party will promptly inform the others of any challenge by any Governmental Authority to any allocation made pursuant to this Section; provided, however, that Purchaser will be responsible for conducting and managing any such challenge and any and all costs and expenses related thereto, and agrees to consult with and keep Seller informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.
