Common use of Tax Treatment; Purchase Price Allocation Clause in Contracts

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. Seller As a result of the U.S. federal (and, to the extent applicable, state and Buyer local) income Tax classification of each Company as a disregarded entity, the Parties agree that to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase and sale by Buyer of the Purchased Equity Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be treated for federal and applicable state income Tax purposes as a purchase and sale allocated among the Company Assets in accordance with Section 1060 of the assets of each of XxxxXxxxx Onshore, XxxxXxxxx Offshore, XxxxXxxxx Energy Offshore, DBH, LLC, Bandon Oil Code and Gas GP, LLC, Bandon Oil and Gas, LP and SPN Resources, LLC the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Flow-Through EntitiesAllocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Buyer further agree that Seller are unable to resolve such treatment differences within such time period, then any remaining disputed matters will result be submitted to the Independent Accountants for resolution, in SHI being treated as selling accordance with the stock requirements of Galveston Bay Pipeline CompanySection 1060 of the Code. Promptly, Galveston Bay Processing Corporation, and Dynamic Offshore Resources NS Acquisition, Inc. but not later than fifteen (collectively15) days after such matters are submitted to it for resolution hereunder, the “Purchased Corporations”Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree that the Purchase Price to file all appropriate Tax Returns 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 forms in a manner consistent accordance with the Allocated Values to the extent permitted by Law. The Allocation Schedule Statement and no Party shall be updated to reflect take a position on 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)Tax Return, which Form will be timely filed separately by Buyer and Seller before any Governmental Entity charged with the Internal Revenue Service pursuant to the requirements collection of Section 1060(b) of the Code. Each Party agrees not to take any position Tax, or in any judicial proceeding that is in any way inconsistent with the allocations set forth in Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule unless required by Law or with the consent of the other PartyStatement reflecting such adjustment.

Tax Treatment; Purchase Price Allocation. Seller and Buyer The Parties agree that the purchase and sale of the Purchased Equity shall Target Interests is intended to be treated for federal and applicable state income Tax purposes as a purchase and sale of the assets of each the Company for U.S. federal Income Tax purposes (and applicable state and local Tax purposes) and, no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with such treatment; provided, that Buyer’s obligation to act consistently with such position is contingent on the accuracy 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”representation in Section 7.12(n). Within thirty (30) days following the final determination of the Final Purchase Price, Seller shall prepare and provide to Buyer further agree that such treatment will result in SHI being treated as selling an allocation of 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 Final Purchase Price and any assumed obligations other items that are treated for federal income Tax purposes as consideration for a sale transaction (collectively, U.S. federal Income Tax purposes among the “Allocable Amount”) shall be allocated among (i) the stock six categories of each Purchased Corporation and (ii) the assets specified in Part II 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 IRS Form 8594 (Asset Acquisition Statement under Section 1060) (the “Allocation”). Buyer shall notify Seller in writing within thirty (30) days of receipt of the Allocation of any comments to the Allocation. If Buyer does not deliver any written notice of objection to the Allocation within such thirty (30)-day period, which Form the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Seller, Xxxxxx and Xxxxx will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, (a) such resolution shall be timely filed separately by Buyer deemed final and Seller binding with respect to such amount for the purpose of determining that component of the Allocation, (b) any subsequent adjustments to Final Purchase Price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined, (c) the Parties shall report consistently with this Section 2.9 in all Tax Returns, including Internal Revenue Service pursuant (“IRS”) Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to the requirements of be filed under Section 1060(b) 1060 of the Code. Each , which each Party agrees not to shall timely file with the IRS, and (d) no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with the allocations set forth Allocation, except that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the intended tax treatment or Allocation. Notwithstanding the foregoing, if Seller and Buyer cannot mutually agree on the Allocation Schedule unless required by Law or with the consent of the other Party(after good faith efforts to do so), each Party shall be entitled to determine its own allocation and file its IRS Form 8594 consistent therewith.

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 transactions contemplated by this Agreement will be treated for U.S. federal income Income Tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among (i) the stock by Seller to Buyer of each Purchased Corporation and (ii) all of the assets of the Flow-Through Entities (other than the stock of the Purchased Corporations), for federal and applicable state income Tax purposesCompany. Buyer and Seller shall agree on the prepare an allocation of the Allocable Amount purchase price (as determined for U.S. federal Income Tax purposes) among the “Allocation Schedule”) as promptly as reasonably practicable after assets of the Closing DateCompany in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, and such allocation shall be prepared to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Allocation”) no later than sixty (60) days after the determination of the Final Purchase Price. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments to the extent permitted Allocation. If Seller does not deliver any written notice of objection to the Allocation within such fifteen (15) day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller and Buyer will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Seller and Buyer do not resolve all of the items disputed in the Allocation prior to the end of the Allocation Dispute Resolution Period, all such unresolved disputed items shall be determined by Lawthe Accounting Firm in accordance with the procedures of Section 2.7(c), mutatis mutandis. The Such determination shall be final and binding and the Allocation Schedule shall be updated to reflect any such determination. Any subsequent adjustments to the Allocable Amount. The allocation of the Allocable Amount purchase price for U.S. federal Income Tax purposes shall be reflected on allocated in a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Buyer and Seller manner consistent with the Internal Revenue Service pursuant to the requirements of Allocation as finally determined hereunder and in accordance with Section 1060(b) 1060 of the Code. Each The Parties shall, and shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party agrees not to shall take any Tax position (including in any Tax Return and in any Tax examination, audit, claim or similar proceeding) that is inconsistent with the allocations set forth Allocation, as finally determined in the Allocation Schedule accordance with this Section 2.8, in each case, unless required to do so by Law a final determination as defined in Section 1313 of the Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or with the consent of the other Party’s prior written consent; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the Allocation.

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 shall treat 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 transactions governed by this Agreement in a manner consistent with situation two of IRS Revenue Ruling 99-6. Within sixty (60) days following the Allocated Values final determination of the final Closing Purchase Price Amount pursuant to Section 2.8, Purchaser shall prepare and deliver to the Company a statement allocating the consideration paid for the Acquired Assets (including any Assumed Liabilities to the extent permitted properly taken into account under the Code) among the Acquired Assets of the Company in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, and in accordance with the principles set forth on Schedule 2.10 (such principles, the Allocation Principles Draft Allocation Statement Purchaser and the Company shall use reasonable efforts to agree upon the Draft Allocation Statement within thirty (30) days following delivery by LawPurchaser and shall negotiate in good faith and attempt to resolve any disagreement with respect to the Draft Allocation Statement. If Purchaser and the Company are unable to resolve any such disagreement within such thirty (30) day period, such disagreement shall be resolved by the Accounting Firm; provided, however, that any such resolution shall be consistent with the Allocation Principles. 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)allocation, 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 as set forth in the Draft Allocation Schedule unless required Statement, as adjusted pursuant to any agreement between the Company and Purchaser or as Allocation Statement shall be final and binding on all Parties. The fees and expenses of such Accounting Firm shall be borne 50% by Law or Purchaser and 50% by the Company. Each Party shall file all Tax Returns in a manner that is consistent with the consent Allocation Principles, this Section 2.10 and the Allocation Statement. Any Earnout Amounts, Growth Consideration Amounts or any amounts described in Section 2.13 are paid to the Seller Parties shall be treated as an adjustment to the Purchase Price; provided, however, that for the avoidance of doubt, any payments made pursuant to the Retention Pool shall be treated as compensation to the Retention Pool Participants and shall not be treated as part of the other Party.Purchase Price or as an adjustment to the Purchase Price. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation Statement shall be adjusted as appropriate, and the Parties shall cooperate in making any such adjustments. Section 2.11

Tax Treatment; Purchase Price Allocation. Seller Buyer and Buyer Sellers agree that the purchase and sale purchases of the Purchased Equity shall JO Securities and the Janesville Securities are each intended for U.S. federal income tax purposes to be treated for federal and applicable state income Tax purposes as a purchase and sale the purchases of the assets of each JO and Janesville, respectively. With respect to the purchase 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. (collectivelyJO Securities, the “Purchased Corporations”). The Parties agree that entire purchase price allocable to the Purchase Price and any assumed obligations treated for federal income Tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) JO Securities shall be allocated to the Majority Janesville Mexico Securities. With respect to the purchase of the Janesville Securities, within sixty (60) days of the final determination of the Final Pre-ET Working Capital Amount, Buyer shall provide to Sellers a schedule allocating the Base Purchase Price 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)Janesville for review and approval by Sellers, 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 which shall be prepared in a manner consistent accordance with the Allocated Values applicable provisions of the Code and the methodologies set forth on Exhibit 11.10. Following receipt thereof, Sellers shall have a period of twenty (20) days to provide Buyer with a statement of any disputed items with respect to such allocation. In the event Sellers provide such statement and Sellers and Buyer are unable to reach agreement with respect to any disputed items within a period of twenty (20) days after Buyer’s receipt of such statement, all such disputed items shall be submitted to the extent permitted by LawIndependent Accounting Firm for final resolution, and the Buyer shall pay all fees in connection therewith owed to the Independent Accounting Firm. The Allocation Schedule allocation ultimately agreed upon by Buyer and Sellers under this Section 11.10 shall be updated referred to reflect any herein as the “Janesville Purchase Price Allocation Schedule”. The parties hereto shall make appropriate adjustments to the Allocable AmountJanesville Purchase Price Allocation Schedule to reflect changes in the Base Purchase Price. The allocation of parties hereto agree for all Tax reporting purposes to report 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 transactions contemplated by Buyer and Seller this Agreement in accordance with the Internal Revenue Service allocations in Section 2.1 and this Section 11.10 and the Janesville Purchase Price Allocation Schedule, as adjusted pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees preceding sentence, and to not to take any position during the course of any audit or other proceeding inconsistent with the such allocations set forth in the Allocation Schedule and schedule unless required by Law or with the consent a determination of the other Partyapplicable Governmental Body that is final.

Tax Treatment; Purchase Price Allocation. Seller and Buyer For all applicable Tax purposes, both Parties agree that to report the purchase and sale of the Purchased Equity shall be treated for federal and applicable state income Tax purposes transactions contemplated by this Agreement as a purchase and sale of the assets Transferred Assets. To the extent permitted by applicable Law, both Parties also agree to report the license of each the Licensed Patents under the License Agreement as a transfer subject to Section 1235 of XxxxXxxxx Onshorethe Code and Treasury Regulations promulgated thereunder for U.S. federal income tax purposes. Within ninety (90) days of the Closing Date, 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 CorporationPurchaser shall prepare, and Dynamic Offshore Resources NS Acquisitionprovide to TXMD, 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 statement setting forth the allocation of the Allocable Amount Purchase Price, and any other relevant items, among the Transferred Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Proposed Allocation Schedule”). TXMD shall have thirty (30) as promptly as reasonably practicable days after receipt of the Closing DateProposed Allocation Schedule to notify Purchaser in writing whether it accepts or objects to such draft allocation, and the reasons for any objections. If TXMD has accepted such draft allocation it shall become the final allocation (the “Final Allocation Schedule”). If TXMD has timely objected to the draft allocation, then Purchaser and TXMD shall proceed in good faith to determine mutually the matters in dispute. If TXMD and Purchaser are unable to agree on the Final Allocation Schedule within thirty (30) days after receipt by Purchaser of a written notice of objection, then, any disputes will be submitted for resolution to a mutually agreed upon accounting firm. The costs and expenses of the accounting firm shall be prepared shared equally by TXMD and Purchaser. Any adjustments to the Purchase Price, including receipt of Contingent Consideration, shall be allocated in a manner consistent with the Allocated Values to Allocation Schedule. TXMD and Purchaser agree that the extent permitted by Law. The Final Allocation Schedule shall be updated to reflect any adjustments to used by each of them in the Allocable Amount. The allocation preparation and filing of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060)all Tax Returns, 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 each Party agrees not to that it shall take any no position inconsistent with the allocations set forth in the Final Allocation Schedule unless on any Tax Return or in any proceeding before any Governmental Entity, except as may be required by Law or with the consent pursuant to a determination (as defined in Section 1313(a) of the other PartyCode or any similar provision of state or local Tax Law.

Tax Treatment; Purchase Price Allocation. Seller and Buyer For U.S. federal income tax purposes, the parties agree that the purchase and sale acquisition by Buyer of the Purchased Equity Membership Units pursuant to this Agreement shall be governed by IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and, pursuant thereto (i) with respect to Sellers, Sellers shall be treated for federal and applicable state income Tax purposes as selling their Membership Interests in a purchase and taxable 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 partnership interests and (ii) with respect to Buyer, the Company shall be deemed to make a liquidating distribution of its assets to Sellers and Buyer shall be deemed to acquire, by taxable purchase, all such assets of the Company. Within ninety (90) days of the final determination of the Purchase Price pursuant to Section 2.05, Buyer shall deliver to Sellers an allocation of the Purchase Price (and the relevant Liabilities of the Company and any other relevant items) among the assets of the Flow-Through Entities (other than the stock Company in accordance with Section 1060 of the Purchased Corporations)Code, the applicable Treasury Regulations thereunder, and the methodology set forth on Exhibit D. If Sellers disagree with Buyer’s allocation and provide written notice of such disagreement to Buyer within thirty (30) days after Sellers’ receipt of such allocation, Buyer and Sellers shall negotiate in good faith to finalize such allocation no later than sixty (60) days prior to the earliest due date (taking into account, for federal these purposes, any applicable extension of a due date) for the filing of a Tax Return to which such allocation is relevant. If the parties are unable to mutually agree to such allocation, then the parties shall have no further obligation under this Section 10.07, and applicable state income each party shall make its own determination of such allocation for financial and Tax reporting purposes, which determination shall not be binding on the other party. Buyer and Seller shall agree on the allocation of the Allocable Amount (the “Allocation Schedule”) as promptly as reasonably practicable after the Closing Datehave no liability to Sellers, and such allocation Sellers shall have no liability to Buyer, for any additional Taxes that may be prepared in a manner consistent with the Allocated Values imposed by any Governmental Authority relating to Taxes to the extent permitted by Law. The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount. The allocation such Liability arises solely as a result 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 inconsistencies between separate allocations set forth described in the Allocation Schedule unless required by Law or with the consent of the other Partyprevious sentence.

Tax Treatment; Purchase Price Allocation. Seller (a) The Parties acknowledge and Buyer agree that that, for U.S. federal income Tax purposes, they will treat and report the purchase and transactions contemplated under this Agreement as (i) a sale of the Purchased Equity shall be treated for federal and applicable state income Tax purposes as a purchase and sale proportionate interest in each of the assets 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 XxxxXxxxx Onshorethe Transferred Assets to the Company in exchange for the Class B Units, XxxxXxxxx Offshorein each case, XxxxXxxxx Energy Offshorein accordance with Revenue Ruling 99-5, DBH1999-1 C.B. 434 (and, LLCto the extent applicable, Bandon Oil such treatment will govern for U.S. state and Gas GP, LLC, Bandon Oil local and Gas, LP non-U.S. Tax purposes). (b) The Parties will negotiate and SPN Resources, LLC cooperate in good faith after the Closing Date to prepare an allocation statement (the “Flow-Through EntitiesAllocation Statement”). Seller and Buyer further agree that such treatment will result in SHI being treated as selling ) setting forth the stock allocation 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 (collectivelythe Assumed Liabilities among the Transferred Assets in accordance with section 1060 of the Code. Within 30 days after the Closing, the “Allocable Amount”) shall Purchaser will deliver to the Seller a draft Allocation Statement, but such draft Allocation Statement provided by the Purchaser will not be allocated among (i) presumed to be correct. If the stock of each Purchased Corporation and (ii) Parties do not resolve any disputes with respect to 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 Statement within 60 days after the Closing Date, then any Party may immediately refer the disputed items to arbitration pursuant to Section 12.11. Any subsequent adjustments to the sum of the Purchase Price and such allocation shall the Assumed Liabilities will be prepared allocated among the Transferred Assets in a manner consistent with the Allocated Values to Allocation Statement. For all Tax purposes, the extent permitted Purchaser and the Seller agree that the transactions contemplated by Law. The this Agreement will be reported in a manner consistent with the Allocation Schedule shall be updated to reflect any adjustments to Statement and the Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 Purchase Price (Asset Acquisition Statement under as set forth in Section 10603.01), which Form and that neither of them (nor any Affiliate thereof) 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 therewith in any Tax Return, in any refund request, in any litigation, or otherwise, except as otherwise required by a final determination (as defined in section 1313 of the Code or any comparable provision of state or local law). Each of the Seller and the Purchaser agrees to cooperate with the allocations other in preparing IRS Form 8594 (or other forms required to be filed with a Governmental Authority), and to furnish the other with a copy of such form prepared in draft form within a reasonable period before the relevant filing due date. The Purchaser and the Seller will promptly inform one another in writing of any challenge by any Governmental Authority to any allocation made pursuant to this Section 3.03(b) or to the Purchase Price (as set forth in Section 3.01) and agree to consult with and keep one another 20 informed with respect to the Allocation Schedule unless required by Law status of, and any discussion, proposal or submission with respect to, such challenge; provided, that each Party will have the sole right to control the conduct of a challenge to any allocation made pursuant to this Section 3.03(b), including the settlement or compromise thereof; provided, further, that each Party shall have the right to control the conduct of a challenge to the Purchase Price but shall not settle or compromise such challenge without the consent of the other Party.Party (such consent not to be unreasonably withheld). SECTION 3.04