Tax Treatment; Purchase Price Allocation. Seller and Buyer agree that the purchase and sale of the Purchased Equity shall be treated for federal and applicable state income Tax purposes as a purchase and sale of the assets of each of XxxxXxxxx Onshore, XxxxXxxxx Offshore, XxxxXxxxx Energy Offshore, DBH, LLC, Bandon Oil and Gas GP, LLC, Bandon Oil and Gas, LP and SPN Resources, LLC (the “Flow-Through Entities”). Seller and Buyer further agree that such treatment will result in SHI being treated as selling the stock of Galveston Bay Pipeline Company, Galveston Bay Processing Corporation, and Dynamic Offshore Resources NS Acquisition, Inc. (collectively, the “Purchased Corporations”). The Parties agree that the Purchase Price and any assumed obligations treated for federal income Tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among (i) the stock of each Purchased Corporation and (ii) the assets of the Flow-Through Entities (other than the stock of the Purchased Corporations), for federal and applicable state income Tax purposes. Buyer and Seller shall agree on the allocation of the Allocable Amount (the “Allocation Schedule”) as promptly as reasonably practicable after the Closing Date, and such allocation shall be prepared in a manner consistent with the Allocated Values to the extent permitted by Law. The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Buyer and Seller with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by Law or with the consent of the other Party.
Tax Treatment; Purchase Price Allocation. Purchaser and Seller agree that, for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Interests is properly treated as a sale of all of the assets of the Company and its Subsidiary. Purchaser and Seller agree to cooperate in the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price among such acquired assets in accordance with Section 1060 of the Code (the “Purchase Price Allocation Schedule”). If Purchaser and Seller are unable to agree on the Purchase Price Allocation Schedule within sixty (60) days following the Closing Date, then any remaining disputed matters will be finally and conclusively determined by the Accounting Arbitrator, the fees and expenses of which shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Arbitrator. Notwithstanding the foregoing, Purchaser and Seller agree that for purposes of the Purchase Price Allocation Schedule, the principles set forth in Exhibit C shall apply, and the Accounting Arbitrator shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file its respective Tax Returns (including IRS Form 8594) in accordance with such allocation schedule and shall not take any position on any Tax Return or during the course of any audit or other Action that is inconsistent therewith, unless required otherwise by applicable Tax law. The Purchase Price Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to Section 2.6 in a manner consistent with the principles used to create the Purchase Price Allocation Schedule.
Tax Treatment; Purchase Price Allocation. Buyer and Seller shall allocate the Purchase Price (and all other amounts treated as consideration for income Tax purposes) among the assets of the Company and its Subsidiaries, which allocation shall be in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). No later than ninety (90) days after the Purchase Price is finally determined hereunder, Buyer shall deliver to Seller a proposed Allocation (“Buyer’s Allocation”) for its review and comment. If Seller does not provide any comments to Buyer in writing on or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, then Buyer’s Allocation shall be deemed to be final and binding, absent manifest error. If, however, Seller submits written comments to Buyer, notifying Buyer of any objection in reasonable detail on or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller shall negotiate in good faith to resolve any differences within thirty (30) days. If Seller and Buyer have agreed on the Allocation within either thirty (30) day period, then Buyer and Seller shall (and shall cause their respective Affiliates) to (a) report, act and file Tax Returns in all respects and for all purposes consistent with such Allocation, and (b) not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign law). If Buyer and Seller are unable to resolve any such disagreement within such thirty (30) day period, then each of Buyer and Seller shall use its own allocation. Each party shall provide the other promptly with any other information required to complete Internal Revenue Service Form 8594.
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that NGL shall be treated as acquiring the assets of the Company in exchange for the consideration payable under Article II.
Tax Treatment; Purchase Price Allocation. (a) Buyer and Seller acknowledge that the transactions under this Agreement will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company and that such purchase and sale constitutes an applicable asset acquisition pursuant to Section 1060 of the Code.
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that the transactions contemplated hereby shall be treated as a partnership merger in accordance with Section 1.708-1(c) of the Treasury Regulations. Accordingly, the Company shall be treated as though it contributed its assets to NGL in exchange for the NGL Units in an exchange described in Section 721(a) of the Code, and immediately thereafter, the Company shall be treated as though it distributed the NGL Units to the members of the Company. The Parties agree to treat HSE’s payment of the Actual Earn-Out Amount, if any, as a distribution by NGL under Section 731 of the Code. The Parties further agree that the initial capital account of each NGL Unit as of the Closing Date shall equal the capital account of a common unit representing a limited partner interest in NGL (as appropriately adjusted to reflect the forbearance of any distribution described under Section 5.12) that is publicly traded on the New York Stock Exchange under the symbol “NGL,” and that such initial capital account shall be increased by the Actual Earn-Out Amount, if any.
Tax Treatment; Purchase Price Allocation. (a) The Parties agree that for U.S. federal and applicable state income Tax purposes, (i) the Transaction is intended to be treated as the merger of two (2) partnerships into one (1) partnership under the “assets-over form” (within the meaning of Treasury Regulation Section 1.708-1(c)(3)) with the resulting partnership being considered the continuation of Buyer pursuant to Treasury Regulation Section 1.708-1(c)(1); (ii) pursuant to Treasury Regulation Section 1.708-1(c)(3), the Company will be treated as contributing the assets of the Company to Buyer pursuant to a transaction governed by Section 721 of the Code; and (iii) the Company will be treated as terminating as of the Closing Date under Treasury Regulation Section 1.708-1(c)(1), and (iv) each Contributor who receives cash in the Transaction will be treated as selling a portion of their interests in the merging partnership pursuant to Treasury Regulation Section 1.708-1(c)(4) (and each Contributor hereby consents to treat the Transaction accordingly for U.S. federal income Tax purposes) (clauses (i), (ii), (iii), and (iv), collectively, the “Intended Tax Treatment”).
Tax Treatment; Purchase Price Allocation. (a) Parent shall join with Purchaser and the Companies in making, and shall take any and all actions necessary to effect, an election under Section 338(h)(10) of the Code, and any corresponding election under state, local, and foreign Law, with respect to the purchase and sale of the Company Equity issued by MM and MIC (collectively, a “Section 338(h)(10) Election”). Parent shall include any income, gain, loss, deduction, or other Tax item resulting from the Section 338(h)(10) Election on its Tax Returns to the extent required by Law, including (but not limited to): (y) any Tax imposed under Treas. Reg. Sec. 1.338(h)(10)-1(d)(2); or (z) any state, local, or non-U.S. Tax imposed on the Companies gain. Parent and Purchaser shall, within ten (10) days prior to the date such forms are required to be filed under applicable Law, exchange completed and executed copies of IRS Forms 8023, 8594 and 8883, required schedules thereto, and any similar state, local, or foreign forms. The completed and executed IRS Forms 8594 and 8883 shall reflect the allocation schedule agreed to by Parent and Purchaser pursuant to Section 2.04(b). To the extent permitted by Law, Parent and Purchaser shall report (i) the purchase and sale of the common stock of MM and MIC as a “qualified stock purchase” and consistent with the Section 338(h)(10) Election and (ii) the purchase and sale of the membership interests of CC as a purchase of all of the assets of CC, and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Governmental Entity, or otherwise. (b)
Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that, for U.S. federal income Tax purposes, they will treat and report the transactions contemplated under this Agreement as (i) a sale of a proportionate interest in each of the Transferred Assets to the Purchaser, followed by a contribution of such proportionate interests in the Transferred Assets to the Company in exchange for the Class A Units, and (ii) a contribution by the Seller of a proportionate interest in each of the Transferred Assets to the Company in exchange for the Class B Units, in each case, in accordance with Revenue Ruling 99-5, 1999-1 C.B. 434 (and, to the extent applicable, such treatment will govern for U.S. state and local and non-U.S. Tax purposes).
Tax Treatment; Purchase Price Allocation. (a) The Purchaser and the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes, the sale and purchase of the Interests shall be treated for U.S. federal and applicable state and local income Tax purposes as a sale by Seller and purchase by Purchaser of the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Law.
