Allocation Consistency Clause Samples
The Allocation Consistency clause ensures that the distribution of resources, costs, or responsibilities remains uniform and predictable throughout the duration of an agreement. In practice, this clause may require that any changes to allocations—such as budget adjustments or shifts in project roles—are made according to predefined rules or with mutual consent. Its core function is to prevent arbitrary or unfair changes, thereby promoting stability and fairness in the contractual relationship.
Allocation Consistency. Contributors and Contributee shall report the transactions contemplated hereby on all Tax Returns, including, but not limited to, for purposes of future allocations under Code Section 704(c), in a manner consistent with the Allocation. If, contrary to the intent of the parties hereto as expressed in this Section 7.1(c), any Taxing authority makes or proposes an allocation different from the Allocation, Contributors and Contributee shall cooperate with each other in good faith to contest such Taxing authority’s allocation (or proposed allocation), provided, however, that, after consultation with the party (or parties) adversely affected by such allocation (or proposed allocation), the other party (or parties) hereto may file such protective claims or Tax Returns as may be reasonably required to protect its (or their) interests.
Allocation Consistency. The Sellers and Buyer shall report the transactions contemplated hereby on all Tax Returns, including, but not limited to Form 8594, for purposes of Code Sections 721 and 751, and for purposes of future allocations under Code Section 704(c) in a manner consistent with Section 7.1(c) of this Agreement and of the Disclosure Schedules hereto. If the Consideration is adjusted pursuant Sections 2.2, 2.3, 2.4 or otherwise, then the Sellers shall prepare such adjustment to Section 7.1(c) of this Agreement and of the Disclosure Schedules which adjustment shall be submitted to Buyer, and the Sellers and Buyer shall use their best efforts to agree on the final adjustment within 30 days after the determination of the adjusted Consideration. Buyer and its Affiliates shall timely and properly prepare, execute, file, and deliver all such documents, forms, and other information as the Sellers may reasonably request in preparing any required adjustment to Section 7.1(c) of this Agreement and of the Disclosure Schedules. If, contrary to the intent of the parties hereto as expressed in this Section 7.1(d), any Taxing authority makes or proposes an allocation different from as set forth in Section 7.1(c) of this Agreement and of the Disclosure Schedules hereto determined under this Section 7.1(d), the Sellers and Buyer shall cooperate with each other in good faith to contest such Taxing authority’s allocation (or proposed allocation), provided, however, that, after consultation with the party (or parties) adversely affected by such allocation (or proposed allocation), the other party (or parties) hereto may file such protective claims or Tax Returns as may be reasonably required to protect its (or their) interests.