Common use of Allocation of Aggregate Purchase Price Clause in Contracts

Allocation of Aggregate Purchase Price. No later than 30 Business Days prior to the anticipated Closing Date, Chemtura shall deliver to Purchaser, in writing, a proposed allocation of the Aggregate Purchase Price among the Equity Interests of the Transferred Entities and the Transferred Assets. For U.S. federal, state and local income tax purposes, such proposal will further allocate the Aggregate Purchase Price among the assets of any Transferred Entity that is treated as a disregarded entity for U.S. federal income tax purposes (other than such a Transferred Entity that is a subsidiary of a Transferred Entity that is not itself a disregarded entity) and references to Transferred Assets for purposes of this Section 2.4 shall include references to any assets of a Transferred Entity for which such further allocation is made, as the context requires. No later than the tenth Business Day following Purchaser’s receipt of such proposed allocation, Purchaser shall deliver to Chemtura, in writing, any good faith objections to such proposed allocation. If Purchaser does not deliver to Chemtura any such objections, the allocation proposed by Chemtura shall become final. If Purchaser delivers to Chemtura any such objections pursuant to this Section 2.4, the parties shall resolve any disagreements in accordance with the procedures set forth in Section 1.7(c), provided that the parties acknowledge and agree that, to the extent applicable, the provisions of Section 1060 of the Code shall govern the purchase of the Transferred Assets. In the event an adjustment to the Aggregate Purchase Price is made pursuant to Section 1.6 or otherwise under this Agreement (and any distributions, refunds and/or other payments are made in connection therewith), the allocation of the Aggregate Purchase Price shall be revised to allocate such adjustment to the Equity Interests of the Transferred Entities or Transferred Assets, as the case may be, based upon the item to which such adjustment is attributable. The parties acknowledge and agree that, to the extent any such adjustment to the Aggregate Purchase Price cannot be allocated to a specific asset or jurisdiction, and the parties cannot agree to a method to allocate such unallocated Aggregate Purchase Price, the parties shall resolve the issues in accordance with the procedures set forth in Section 1.7(c). To the extent permitted by Law, (a) the allocation described above shall be binding on the parties for U.S. federal, state, local, foreign and other Tax reporting purposes, (b) no party will assert or maintain a position inconsistent with such allocation and (c) the applicable Tax Returns to be filed by any of the parties or their Subsidiaries shall reflect such allocation.

Allocation of Aggregate Purchase Price. No later than 30 Business Days prior to The Aggregate Purchase Price for the anticipated Closing DateAcquired Assets and Assumed Liabilities shall be allocated, Chemtura for Tax purposes, in accordance with (a) Section 1060 of the Code or similar provisions of other Applicable Law, as applicable, and (b) this Section 2.12. Buyer shall prepare and deliver to Purchaser, in writing, a proposed Seller within one hundred eighty days (180) days after the Closing Date an initial allocation of statement to allocate the Aggregate Purchase Price among Price. Seller will have the Equity Interests opportunity to review the draft allocation statement provided by Buyer and provide written notice of objections to Buyer within thirty (30) days after receiving the draft allocation statement. If Seller fails to deliver a written notice of objection within such thirty (30)-day period, Buyer’s draft allocation statement shall be final and binding and not subject to further dispute. If Seller delivers a written notice of objection to Buyer in a timely manner, and Seller and Buyer do not resolve such objections to their mutual satisfaction within thirty (30) days, either Seller or Buyer may elect to subject the draft allocation statement to the Accounting Firm in accordance with the procedure described in, and the dispute shall be resolved in the same manner as disputes are resolved pursuant to, Section 2.9(b) of this Agreement. Upon such dispute being resolved, the decision of the Transferred Entities Accounting Firm shall be final and binding. Seller, the Transferred Assets. For U.S. Principals and Buyer agree to report the federal, state and local Tax consequences of the transactions contemplated by this Agreement (including filing Internal Revenue Service Form 8594 and supplemental Form 8594) in a manner consistent with each final allocation statement, unless required to do otherwise under Applicable Law. Seller, the Principals and Buyer shall promptly advise each other of any Tax audit or other Legal Proceeding related to any allocation hereunder. Silvercrest, Buyer and SAMG covenant that they will treat the acquisition of the Acquired Personal Goodwill by Buyer as a contribution of the Acquired Personal Goodwill by the Principals to Silvercrest in exchange for L.P. Class B Units in a transaction with respect to which no gain will be recognized by the Principals pursuant to Section 721 of the Code for federal and applicable state and local income tax purposes, such proposal and will further allocate the Aggregate Purchase Price among the assets of take no position on any Transferred Entity tax return or in any tax audit or take any other action that is treated as a disregarded entity for U.S. federal income tax purposes (other than such a Transferred Entity that is a subsidiary of a Transferred Entity that is not itself a disregarded entity) and references to Transferred Assets for purposes of this Section 2.4 shall include references to any assets of a Transferred Entity for which such further allocation is made, as the context requires. No later than the tenth Business Day following Purchaser’s receipt of such proposed allocation, Purchaser shall deliver to Chemtura, in writing, any good faith objections to such proposed allocation. If Purchaser does not deliver to Chemtura any such objections, the allocation proposed by Chemtura shall become final. If Purchaser delivers to Chemtura any such objections pursuant to this Section 2.4, the parties shall resolve any disagreements in accordance with the procedures set forth in Section 1.7(c), provided that the parties acknowledge and agree that, to the extent applicable, the provisions of Section 1060 of the Code shall govern the purchase of the Transferred Assets. In the event an adjustment to the Aggregate Purchase Price is made pursuant to Section 1.6 or otherwise under this Agreement (and any distributions, refunds and/or other payments are made in connection therewith), the allocation of the Aggregate Purchase Price shall be revised to allocate such adjustment to the Equity Interests of the Transferred Entities or Transferred Assets, as the case may be, based upon the item to which such adjustment is attributable. The parties acknowledge and agree that, to the extent any such adjustment to the Aggregate Purchase Price cannot be allocated to a specific asset or jurisdiction, and the parties cannot agree to a method to allocate such unallocated Aggregate Purchase Price, the parties shall resolve the issues in accordance with the procedures set forth in Section 1.7(c). To the extent permitted by Law, (a) the allocation described above shall be binding on the parties for U.S. federal, state, local, foreign and other Tax reporting purposes, (b) no party will assert or maintain a position inconsistent with such allocation treatment unless otherwise required pursuant to Applicable Law. Silvercrest, Buyer and (c) SAMG agree to treat the applicable Tax Returns SAMG Class B Common Stock issued to be filed by any the Principals as having a value not in excess of the parties par value thereof for federal and applicable state and local income tax purposes, and will take no position on any tax return or their Subsidiaries shall reflect in any tax audit or take any other action that is inconsistent with such allocationtreatment unless otherwise required pursuant to Applicable Law.

Allocation of Aggregate Purchase Price. No later than 30 Business Days prior Sellers and Buyer Group agree that the Aggregate Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) in a manner consistent with the form of allocation schedule prepared by the Buyer Group, which has been approved and accepted by the Sellers and is attached hereto as Exhibit B (the “Allocation Schedule”). The parties hereto agree that the allocation of the Purchase Price is intended to comply with the anticipated allocation method required by Section 1060 of the Code. Within thirty (30) days following the Closing Date, Chemtura the Buyer Group shall deliver an updated Allocation Schedule, prepared in a manner consistent with Exhibit B. The Sellers may dispute the updated Allocation Schedule within fifteen (15) days after Buyer Group delivers the updated Allocation Schedule to Purchaserthe Sellers by delivering written notice to the Buyer Group that the Sellers do not agree with the updated Allocation Schedule because it is inconsistent with the form of Allocation Schedule attached as Exhibit B. If the Sellers do not dispute, in writing, a proposed allocation the updated Allocation Schedule within such time period, then the updated Allocation Schedule shall be deemed to be accepted by the Sellers and shall be binding on all parties. Any dispute by the Sellers as to the correctness of the Aggregate Purchase Price among Allocation Schedule (in accordance with the Equity Interests of foregoing dispute procedure) shall be resolved by independent nationally recognized accountants mutually agreeable to the Transferred Entities and parties. To the Transferred Assets. For U.S. federal, state and local income tax purposes, such proposal will further allocate the Aggregate Purchase Price among the assets of any Transferred Entity that is treated as a disregarded entity for U.S. federal income tax purposes (other than such a Transferred Entity that is a subsidiary of a Transferred Entity that is not itself a disregarded entity) and references to Transferred Assets for purposes of this Section 2.4 shall include references to any assets of a Transferred Entity for which such further allocation is made, as the context requires. No later than the tenth Business Day following Purchaser’s receipt of such proposed allocation, Purchaser shall deliver to Chemtura, in writing, any good faith objections to such proposed allocation. If Purchaser does not deliver to Chemtura any such objections, extent the allocation proposed by Chemtura shall become final. If Purchaser delivers Seller is closer to Chemtura any such objections pursuant to this Section 2.4the final allocation determined by the independent accountant, the parties fees of the independent accountant shall resolve any disagreements in accordance with the procedures set forth in Section 1.7(c)be paid 100% by Buyer Group, provided that the parties acknowledge and agree that, to the extent applicablethe allocation proposed by Buyer Group is closer to the final allocation determined by the independent accountant, the provisions of Section 1060 fees of the Code independent accountant shall govern be paid 100% by Sellers. Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the purchase of the Transferred AssetsAllocation Schedule. In the event an adjustment Any adjustments to the Aggregate Purchase Price is made pursuant to Section 1.6 or otherwise under this Agreement (and any distributions, refunds and/or other payments are made in connection therewith), the allocation of the Aggregate Purchase Price shall be revised to allocate such adjustment to the Equity Interests of the Transferred Entities or Transferred Assets, as the case may be, based upon the item to which such adjustment is attributable. The parties acknowledge and agree that, to the extent any such adjustment to the Aggregate Purchase Price cannot be allocated to in a specific asset or jurisdiction, and the parties cannot agree to a method to allocate such unallocated Aggregate Purchase Price, the parties shall resolve the issues in accordance manner consistent with the procedures set forth in Section 1.7(c). To the extent permitted by Law, (a) the allocation described above shall be binding on the parties for U.S. federal, state, local, foreign and other Tax reporting purposes, (b) no party will assert or maintain a position inconsistent with such allocation and (c) the applicable Tax Returns to be filed by any of the parties or their Subsidiaries shall reflect such allocationAllocation Schedule.

Allocation of Aggregate Purchase Price. No later than 30 Business Days prior to In connection with the anticipated Closing Datemaking of the Section 338(h)(10) Elections, Chemtura shall deliver to Purchaser, in writing, a proposed allocation of the Aggregate Purchase Price among and the Equity Interests liabilities of the Transferred Entities and the Transferred Assets. For U.S. federalAcquired Companies (plus other relevant items) will, state and local income tax purposes, such proposal will further allocate the Aggregate Purchase Price among the assets of any Transferred Entity that is treated as a disregarded entity for U.S. federal income tax purposes (other than such a Transferred Entity that is a subsidiary of a Transferred Entity that is not itself a disregarded entityconsistent with Sections 338(h)(10) and references to Transferred Assets for purposes of this Section 2.4 shall include references to any assets of a Transferred Entity for which such further allocation is made, as the context requires. No later than the tenth Business Day following Purchaser’s receipt of such proposed allocation, Purchaser shall deliver to Chemtura, in writing, any good faith objections to such proposed allocation. If Purchaser does not deliver to Chemtura any such objections, the allocation proposed by Chemtura shall become final. If Purchaser delivers to Chemtura any such objections pursuant to this Section 2.4, the parties shall resolve any disagreements in accordance with the procedures set forth in Section 1.7(c), provided that the parties acknowledge and agree that, to the extent applicable, the provisions of Section 1060 of the Code shall govern and the purchase regulations thereunder, be allocated among the assets of the Transferred AssetsAcquired Companies based on their fair market value determined in accordance with the methodology set forth in Schedule 2.7 under the column entitled “Final Value/Allocation”. In Within ninety (90) days after the event an adjustment Final Aggregate Cash Consideration Calculation Statement becomes final and binding under Section 2.6(b), Buyer will prepare and deliver to Shareholder Representative a schedule allocating the Aggregate Purchase Price is made pursuant to Section 1.6 or otherwise under this Agreement (and any distributions, refunds and/or other payments are made in connection therewith), the allocation liabilities of the Aggregate Purchase Price shall be revised to allocate such adjustment to Acquired Companies (plus other relevant items) among the Equity Interests assets of the Transferred Entities or Transferred Assets, as the case may be, based upon the item to which such adjustment is attributable. The parties acknowledge and agree that, to the extent any such adjustment to the Aggregate Purchase Price cannot be allocated to a specific asset or jurisdiction, and the parties cannot agree to a method to allocate such unallocated Aggregate Purchase Price, the parties shall resolve the issues Acquired Companies in accordance with the procedures methodology set forth in Schedule 2.7 and in a manner consistent with Section 1.7(c1060 of the Code and the regulations thereunder (the “Proposed Allocation”). To Unless Shareholder Representative notifies Buyer in writing within thirty (30) days after Buyer’s delivery of the extent permitted by LawProposed Allocation of any objection to the Proposed Allocation, (a) the allocation described above shall be Proposed Allocation will become final and binding on the parties for U.S. federalParties at the end of such thirty (30) day period. If Shareholder Representative notifies Buyer in writing of any objection prior to the end of such thirty (30) day period, statethen Shareholder Representative and Buyer will, localduring the thirty (30) day period following Buyer’s receipt of such notice of objection, foreign attempt in good faith to resolve Shareholder Representative’s objections. If Shareholder Representative and other Tax reporting purposesBuyer are unable to resolve all such objections within such thirty (30) day period, (b) no party the matters remaining in dispute will assert or maintain a position inconsistent with such allocation be submitted to the Independent Accounting Firm, which will be directed to resolve the dispute as promptly as practicable. The fees and (c) the applicable Tax Returns to be filed by any expenses of the parties or their Subsidiaries shall reflect such allocation.Independent Accounting Firm will be paid fifty percent (50%) by the Shareholders (from the Shareholder Representative Expense Fund) and fifty percent (50%)