OVER TO
QUICKSILVER ANY SUCH REFUND, OR APPROPRIATE PORTION THEREOF, NET OF ANY TAXES OR
COSTS RESULTING FROM THE RECEIPT OF SUCH REFUND, WITHIN 15 DAYS AFTER RECEIPT
THEREOF.
(G)
EXCEPT AS MAY BE REQUIRED BY LAW, NO AMENDED
TAX RETURN SHALL BE FILED, AND NO CHANGE IN ANY TAX ACCOUNTING METHOD OR TAX
ELECTION SHALL BE MADE BY, ON BEHALF OF, OR WITH RESPECT TO A ACQUIRED COMPANY,
FOR ANY PRE-CLOSING TAX PERIOD WITHOUT THE CONSENT OF QUICKSILVER, WHICH MAY BE
WITHHELD IN QUICKSILVER'S REASONABLE DISCRETION.
(H)
BREITBURN AND QUICKSILVER AGREE TO PROVIDE
SUCH ASSISTANCE AS MAY REASONABLY BE REQUESTED BY THE OTHER PARTY IN CONNECTION
WITH THE PREPARATION OF ANY TAX RETURN, ANY ACTION OR OTHER EXAMINATION BY ANY
TAXING AUTHORITY OR ANY ACTION RELATING TO LIABILITY FOR TAXES, AND EACH WILL
RETAIN AND PROVIDE THE REQUESTING PARTY WITH ANY RECORDS OR INFORMATION WHICH
MAY BE RELEVANT TO SUCH RETURN, AUDIT OR EXAMINATION, PROCEEDINGS OR
DETERMINATION. ANY INFORMATION OBTAINED PURSUANT TO THIS SECTION 10.1 OR
PURSUANT TO ANY OTHER SECTION HEREOF PROVIDING FOR THE SHARING OF INFORMATION
RELATING TO OR REVIEW OF ANY TAX RETURN OR OTHER SCHEDULE RELATING TO TAXES
SHALL BE KEPT CONFIDENTIAL.
(I)
BREITBURN AND QUICKSILVER WILL PRESERVE
AND RETAIN ALL SCHEDULES, WORK PAPERS AND OTHER DOCUMENTS RELATING TO ANY TAX
RETURNS OF THE ACQUIRED COMPANIES OR TO ANY CLAIMS, AUDITS OR OTHER PROCEEDING
AFFECTING THE ACQUIRED COMPANIES UNTIL THE EXPIRATION OF THE STATUTE OF
LIMITATIONS (INCLUDING EXTENSIONS) APPLICABLE TO THE TAXABLE PERIOD TO WHICH
SUCH DOCUMENTS RELATE OR UNTIL THE FINAL DETERMINATION OF ANY CONTROVERSY WITH
RESPECT TO SUCH TAXABLE PERIOD, AND UNTIL THE FINAL DETERMINATION OF ANY
PAYMENTS THAT MAY BE REQUIRED WITH RESPECT TO SUCH TAXABLE PERIOD UNDER THIS
AGREEMENT.
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Section 10.2
Tax Treatment of Payments. Except as
required by Law, the Parties shall treat any indemnification payment or
adjustment to the Initial Consideration made pursuant to this Agreement as an
adjustment to the Final Consideration for Tax purposes.
Section 10.3
Transfer Taxes. All Transfer Taxes
incurred in connection with this Agreement, the contribution of the Interests
and the transactions contemplated hereby shall be borne solely by BreitBurn. The
Party with primary responsibility under applicable Law shall file, to the extent
required by applicable Law, all necessary Tax Returns and other documentation
with respect to such Transfer Taxes. For purposes of this Agreement, "Transfer
Taxes" shall mean transfer, documentary, sales, use, goods and services,
registration, stamp duty, gross receipts, excise, transfer and conveyance and
other similar Taxes, duties, fees or charges (including all applicable real
estate transfer taxes), together with any interest thereon, penalties, fines,
costs, fees, additions to Tax or additional amounts with respect thereto.
Section 10.4
Allocation of Consideration. The
Initial Consideration, as adjusted by the other provisions of Article II or
Section 6.12 or 6.13 and any indemnification payments, plus the amount of the
Acquired Company Liabilities (the "Total Consideration"), shall be allocated
among the QRI Assets and the assets and properties of the Acquired Companies
(collectively