1060 Allocation Clause Samples

1060 Allocation. Contributor will, not later than thirty (30) days after the date hereof, prepare and deliver to the Partnership a schedule (the “Allocation Schedule”) allocating the Consideration, adjusted as necessary for federal income tax purposes, among the proportionate share of the ETG Assets relating to the Interests in accordance with Section 1060 of the Code and the Treasury Regulations. The Partnership will have the right to raise objections to the Allocation Schedule within fifteen (15) days after its receipt thereof, in which event the Partnership and Contributor will negotiate in good faith to resolve such objections. If the Partnership and Contributor are unable to resolve any dispute within ten (10) days, the Partnership and Contributor shall retain a jointly-selected accountant to resolve the disputed items on an expedited basis. Upon resolution of the disputed items, the Allocation Schedule shall be adjusted to reflect such resolution. The costs, fees and expenses of the accountant shall be borne equally by the Partnership and Contributor. Except to the extent otherwise required by applicable Law, each of the Partnership and Contributor (i) will, and will cause each of its Affiliates to, prepare and file all Tax Returns, in a manner consistent with the Allocation Schedule and (ii) will not, and will cause each of its Affiliates not to, make any inconsistent statement or adjustment on any Tax Return or during the course of any IRS or other Tax audit or otherwise, unless required by a final determination of an applicable Tax authority. The Allocation Schedule shall be revised by mutual agreement of the Partnership and Contributor from time to time following the determination thereof as necessary to reflect any matters that need updating. In the event that the foregoing Consideration allocation is disputed by any Tax authority, the Party (or the Party’s Affiliate) receiving notice of the dispute shall promptly notify the other Party hereto, and the Parties agree to use commercially reasonable efforts to defend, and to cause their respective Affiliates to defend, such Consideration allocation in any audit or similar Tax proceeding.