Common use of Allocation of Purchase Consideration Clause in Contracts

Allocation of Purchase Consideration. Seller and Buyer agree that the Purchase Consideration (plus any Assumed Liabilities treated as part of the consideration paid for income tax purposes) shall be allocated among the Purchased Assets for all purposes as shown on the allocation schedule (the “Allocation Schedule”) and which shall follow the allocation methodology set forth on Schedule 2.05. A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within 60 days following the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 120 days following the Closing Date, such dispute shall be resolved by the Independent Accountant. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. Buyer and Seller agree that the Allocation Schedule shall be amended to reflect adjustments to the Purchase Price made pursuant to this Agreement and any adjustment to the Purchase Price shall be allocated in a manner consistent with the Allocation Schedule. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. In the event the allocation is disputed by any taxing authority, the party receiving the notice of such dispute shall promptly notify and consult with the other party concerning resolution of such dispute, shall keep the other party apprised of the status of such dispute, such other party shall have the opportunity to participate in any discussion or dispute concerning such allocation, and neither party shall have the authority to resolve such dispute without the consent of the other party (which consent cannot be unreasonably withheld, conditioned or delayed).

Allocation of Purchase Consideration. Seller and Buyer agree that the The Purchase Consideration (plus any Assumed Liabilities treated as part of the consideration paid for income tax purposes) shall be allocated among Sellers and among the Purchased Assets Assets, the Assumed Liabilities and the restrictive covenants set forth in Section 5.8 as reasonably determined by the Purchaser after the Final Closing Working Capital is determined and Purchaser has obtained an independent third party valuation of the Purchased Assets, the Assumed Liabilities and the restrictive covenants set forth in Section 5.8 (“Purchase Consideration Allocation”). The Purchase Consideration Allocation Schedule attached to this Agreement at the time of signing of this Agreement is provided solely for all purposes as shown of illustration and estimation of the Purchase Consideration Allocation, which illustration and estimation is not binding on the allocation schedule Parties. The Purchaser shall advise Sellers in writing of the Purchase Consideration Allocation within 30 days after the Final Closing Working Capital is determined and the foregoing independent third party valuation is completed. Unless Sellers notify the Purchaser in writing of their reasonable good faith objections to the Purchase Consideration Allocation within 15 days after the delivery thereof by the Purchaser, the Purchase Consideration Allocation furnished by Purchaser shall be final and binding on, and non-appealable by, the Parties. Any disputes regarding the Purchase Consideration Allocation which are not resolved by the Parties within 30 days shall be submitted to the Independent Accountant for resolution (in accordance with and subject to the “Allocation Schedule”) and which shall follow the allocation methodology same terms as set forth on Schedule 2.05. A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within 60 days following the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute Section 2.9(d) with respect to the Allocation Schedule within 120 days following the Closing Date, such dispute shall be resolved by resolution of Unresolved Items) and the Independent Accountant. The fees and expenses of such accounting firm ’s determination shall be borne equally by Seller final and Buyerbinding on, and non-appealable by, the Parties. Buyer Sellers and Seller agree the Purchaser shall prepare Internal Revenue Service Form 8594 for the taxable year that includes the Allocation Schedule shall be amended to reflect adjustments to Closing Date in accordance with the requirements of Section 1060 of the Code and the Purchase Price made pursuant Allocation, and shall timely file or cause to be timely filed with the IRS such Form 8594. Sellers and the Purchaser shall prepare their respective federal, state, and local tax returns and reports employing the Purchase Consideration Allocation and shall not take a position in any Tax Proceeding or otherwise that is inconsistent with the Purchase Consideration Allocation, except that nothing contained in this Agreement shall require any Seller or the Purchaser to contest, beyond the exhaustion of its administrative remedies before any Tax Authority, and Sellers and the Purchaser shall not be required to litigate before any court, including the United States Tax Court, any proposed deficiency or adjustment to by any Tax Authority that challenges the Purchase Price Consideration Allocation. Sellers and the Purchaser shall be allocated in a manner consistent with give prompt notice to each other of the Allocation Schedule. Buyer and Seller shall file all commencement of any Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with Proceeding or the Allocation Schedule. In the event the allocation is disputed assertion of any proposed deficiency or adjustment by any taxing authority, Tax Authority that challenges the party receiving the notice of such dispute shall promptly notify and consult with the other party concerning resolution of such dispute, shall keep the other party apprised of the status of such dispute, such other party shall have the opportunity to participate in any discussion or dispute concerning such allocation, and neither party shall have the authority to resolve such dispute without the consent of the other party (which consent cannot be unreasonably withheld, conditioned or delayed)Purchase Consideration Allocation.

Allocation of Purchase Consideration. Seller and Buyer agree that the The Purchase Consideration (plus any and the Assumed Liabilities treated as part of the consideration paid for income tax purposes) and Obligations shall be allocated among the Purchased Assets for all purposes as shown on and the allocation schedule (the “Allocation Schedule”) and which shall follow the allocation methodology restrictive covenants set forth on Schedule 2.05. A draft in Section 5.4 as reasonably determined jointly by Seller and Purchaser after the Final Closing Working Capital is determined and Purchaser has obtained from the Valuation Consultant a valuation of the Allocation Schedule Purchased Assets, the Assumed Liabilities and Obligations and the restrictive covenants set forth in Section 5.4 ("Purchase Consideration Allocation"). The Purchaser shall be prepared by Buyer and delivered to advise Seller within 60 days following the Closing Date. If Seller notifies Buyer in writing that of the proposed Purchase Consideration Allocation within thirty (30) days after the Final Closing Working Capital is determined and the foregoing independent third party valuation is completed. Following receipt of the proposed Purchase Consideration Allocation, Purchaser and Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate work in good faith to resolve such dispute; provided, however, that if Seller agree on the final Purchase Consideration Allocation. Any disputes regarding the Purchase Consideration Allocation which are not resolved by the Parties within thirty (30) days shall be submitted to the Independent Accountant for resolution (in accordance with and Buyer are unable subject to resolve any dispute the same terms as set forth in Section 2.8(e) with respect to the Allocation Schedule within 120 days following the resolution of Unresolved Closing Date, such dispute shall be resolved by Working Capital Disputed Items) and the Independent Accountant. The fees and expenses of such accounting firm 's determination shall be borne equally by final and binding on, and non-appealable by, the Parties. Seller and Buyerthe Purchaser shall prepare Internal Revenue Service Form 8594 for the taxable year that includes the Closing Date in accordance with the requirements of Section 1060 of the Code and the Purchase Consideration Allocation, and shall timely file or cause to be timely filed with the IRS such Form 8594. Buyer Seller and the Purchaser shall prepare their respective federal, state, and local tax returns and reports employing the Purchase Consideration Allocation and shall not take a position in any Tax Proceeding or otherwise that is inconsistent with the Purchase Consideration Allocation, except that nothing contained in this Agreement shall require Seller or Purchaser to contest, beyond the exhaustion of its administrative remedies before any Tax Authority, and Seller agree and Purchaser shall not be required to litigate before any court, including the United States Tax Court, any proposed deficiency or adjustment by any Tax Authority that the Allocation Schedule shall be amended to reflect adjustments to challenges the Purchase Price made pursuant Consideration Allocation. Seller and the Purchaser shall give prompt notice to this Agreement and each other of the commencement of any Tax Proceeding or the assertion of any proposed deficiency or adjustment to by any Tax Authority that challenges the Purchase Price shall be allocated in a manner consistent with the Allocation Schedule. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. In the event the allocation is disputed by any taxing authority, the party receiving the notice of such dispute shall promptly notify and consult with the other party concerning resolution of such dispute, shall keep the other party apprised of the status of such dispute, such other party shall have the opportunity to participate in any discussion or dispute concerning such allocation, and neither party shall have the authority to resolve such dispute without the consent of the other party (which consent cannot be unreasonably withheld, conditioned or delayed)Consideration Allocation.

Allocation of Purchase Consideration. Seller and Buyer agree that the The Purchase Consideration (plus any and the Assumed Liabilities treated as part of the consideration paid for income tax purposes) and Obligations shall be allocated among the Purchased Contributed Assets for all purposes as shown on and the allocation schedule (the “Allocation Schedule”) and which shall follow the allocation methodology restrictive covenants set forth on Schedule 2.05. A draft in Section 5.4 as reasonably determined jointly by Seller and Purchaser after the Final Closing Working Capital is determined and Purchaser has obtained from the Valuation Consultant a valuation of the Allocation Schedule Contributed Assets, the Assumed Liabilities and Obligations and the restrictive covenants set forth in Section 5.4 ("Purchase Consideration Allocation"). The Purchaser shall be prepared by Buyer and delivered to advise Seller within 60 days following the Closing Date. If Seller notifies Buyer in writing that of the proposed Purchase Consideration Allocation within thirty (30) days after the Final Closing Working Capital is determined and the foregoing independent third party valuation is completed. Following receipt of the proposed Purchase Consideration Allocation, Purchaser and Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate work in good faith to resolve such dispute; provided, however, that if Seller agree on the final Purchase Consideration Allocation. Any disputes regarding the Purchase Consideration Allocation which are not resolved by the Parties within thirty (30) days shall be submitted to the Independent Accountant for resolution (in accordance with and Buyer are unable subject to resolve any dispute the same terms as set forth in Section 2.5(e) with respect to the Allocation Schedule within 120 days following the resolution of Unresolved Closing Date, such dispute shall be resolved by Working Capital Disputed Items) and the Independent Accountant. The fees and expenses of such accounting firm 's determination shall be borne equally by final and binding on, and non-appealable by, the Parties. Seller and Buyerthe Purchaser shall prepare Internal Revenue Service Form 8594 for the taxable year that includes the Closing Date in accordance with the requirements of Section 1060 of the Code and the Purchase Consideration Allocation, and shall timely file or cause to be timely filed with the IRS such Form 8594. Buyer Seller and the Purchaser shall prepare their respective federal, state, and local tax returns and reports employing the Purchase Consideration Allocation and shall not take a position in any Tax Proceeding or otherwise that is inconsistent with the Purchase Consideration Allocation, except that nothing contained in this Agreement shall require Seller or Purchaser to contest, beyond the exhaustion of its administrative remedies, before any Tax Authority, and Seller agree and Purchaser shall not be required to litigate before any court, including the United States Tax Court, any proposed deficiency or adjustment by any Tax Authority that the Allocation Schedule shall be amended to reflect adjustments to challenges the Purchase Price made pursuant Consideration Allocation. Seller and the Purchaser shall give prompt notice to this Agreement and each other of the commencement of any Tax Proceeding or the assertion of any proposed deficiency or adjustment to by any Tax Authority that challenges the Purchase Price shall be allocated in a manner consistent with the Allocation Schedule. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. In the event the allocation is disputed by any taxing authority, the party receiving the notice of such dispute shall promptly notify and consult with the other party concerning resolution of such dispute, shall keep the other party apprised of the status of such dispute, such other party shall have the opportunity to participate in any discussion or dispute concerning such allocation, and neither party shall have the authority to resolve such dispute without the consent of the other party (which consent cannot be unreasonably withheld, conditioned or delayed)Consideration Allocation.