Common use of Allocation of Purchase Price for Tax Purposes Clause in Contracts

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser agree that, for all tax reporting purposes, the allocation of the Cash Purchase Price and the Assumed Liabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price as determined for tax purposes in order to reflect the costs incurred by the Purchaser in connection with this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such dispute.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Purchaser Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree that(a) to report for Tax purposes, for all tax reporting purposesincluding on IRS form 8954, the allocation of the Cash Purchase Price and (including the Assumed Liabilities to Liabilities) among the Acquired Purchased Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by in a manner entirely consistent with the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986Allocation, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is it may be amended upon any adjustment to the Unadjusted Cash calculation of the Purchase Price or (including the Assumed Liabilities in accordance Liabilities), (b) that the Parties will cooperate with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed each other in connection with such allocationthe preparation, (ii) be bound by such allocation for purposes execution and filing of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its all Tax Returns on a basis consistent with such allocation related to the Allocation and (iv) will take no position, or cause no position to be taken, inconsistent with such allocation on the Allocation in the filing of any applicable Tax Return, in any audit or proceeding before except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax Authority audit, controversy or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments litigation related to the Purchase Price as determined for tax purposes in order to reflect the costs incurred by the Purchaser in connection with this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such disputeAllocation.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser agree that, for all tax reporting purposes, the allocation of the Cash Purchase Price and the Assumed Liabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s 's length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price as determined for tax purposes in order to reflect the costs incurred by the Purchaser in connection with this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such dispute.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Purchaser Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree that(a) to report for Tax purposes, for all tax reporting purposesincluding on IRS form 8954, the allocation of the Cash Purchase Price and (including the Assumed Liabilities to Liabilities) among the Acquired Purchased Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by in a manner entirely consistent with the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986Allocation, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is it may be amended upon any adjustment to the Unadjusted Cash calculation of the Purchase Price or (including the Assumed Liabilities in accordance Liabilities), (b) that the Parties will cooperate with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed each other in connection with such allocationthe preparation, (ii) be bound by such allocation for purposes execution and filing of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its all Tax Returns on a basis consistent with such allocation related to the Allocation and (iv) will take no position, or cause no position to be taken, inconsistent with such allocation on the Allocation in the filing of any applicable Tax Return, in any audit or proceeding before except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax Authority audit, controversy or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments litigation related to the Purchase Price as determined for tax purposes in order to reflect the costs incurred Allocation. Confidential Information indicated by the Purchaser in connection with [***] has been omitted from this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such disputefiling.

Allocation of Purchase Price for Tax Purposes. The Seller Within sixty (60) days after the Closing, Purchasers shall deliver to Sellers for Sellers’ review and approval allocation schedules(s) (the Purchaser agree that“Allocation Schedule(s)”) allocating the Purchase Price, for all tax reporting purposes, the allocation of the Cash Purchase Price and including the Assumed Liabilities to that are liabilities for federal income Tax purposes, among the Acquired Assets Assets. The Allocation Schedule(s) shall be as set forth on Schedule 1.8, which Schedule 1.8 reasonable and shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation prepared in compliance accordance with Section 1060 of the Internal Revenue Code and the regulations thereunder. Sellers agree that, following their approval of 1986the Allocation Schedule(s), such approval not to be unreasonably withheld, Sellers shall sign the Allocation Schedule(s) and return an executed copy thereof to Purchasers, it being understood and agreed that on or before the twentieth (20th) Business Day following their receipt of the Allocation Schedule(s) from Purchasers as amendedherein provided, Sellers shall either deliver an executed copy thereof to Purchasers or, in the event that Sellers shall have objections to all or any portion of the Allocation Schedule(s), Sellers shall deliver to Purchasers a written objection to such Allocation Schedule(s), which written objection shall set forth in reasonable detail the basis for the objection of Sellers thereto. In their preparation the event that Sellers shall deliver a written objection to the Allocation Schedule(s), Sellers and Purchasers shall thereafter work in good faith to resolve any and all objections set forth therein, and upon the resolution of Schedule 1.8all such objections, Sellers and Purchasers shall execute and deliver to the Seller other Parties a signed copy of such agreed upon Allocation Schedule(s). Purchasers and the Purchaser Sellers will use their best efforts to value the Assumed Liabilities (includingeach file IRS Form 8594 and all Tax Returns, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount Allocation Schedule(s) that are agreed upon by Sellers and timing of such Liabilities then available Purchasers pursuant to the Purchaser and the Seller. If there is any adjustment to the Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with terms of this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule Section 1.8. Each of Purchasers, on the Purchaser one hand, and Sellers, on the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns other hand, each agrees to provide the other promptly with any other information required to be filed in connection with complete any such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price as determined for tax purposes in order to reflect the costs incurred by the Purchaser in connection with this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such disputeforms.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser agree that, shall use their respective commercially reasonable efforts to allocate the aggregate purchase price to be paid for all tax reporting purposes, the allocation of the Cash Purchase Price and the Assumed Liabilities to the Acquired Purchased Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance accordance with Section 1060 of the Internal Revenue Code Code. No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and provide to the Seller a draft allocation of 1986the aggregate purchase price among the Purchased Assets (the "ALLOCATION STATEMENT"), as amendedsuch Allocation Statement to be prepared in accordance with the methodology set forth in the Code. The Seller shall notify the Purchaser within thirty (30) days of receipt of such draft Allocation Statement of any objections that the Seller may have thereto. The Seller and the Purchaser shall negotiate in good faith to resolve any disagreement with respect to such Allocation Statement. Under no circumstances, however, shall the failure to agree on the allocation of the aggregate purchase price among the Purchased Assets or to resolve any disagreements with respect to such allocation be or be claimed to be a breach of this Agreement. In their preparation of Schedule 1.8addition, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns any information required to be filed pursuant to the Treasury Regulations promulgated under Section 1060 of the Code, and, if the allocations of the Purchase Price for Tax purposes shall have been agreed by the Parties upon as contemplated by this Section 3.2, shall use the allocation determined pursuant to this Section 3.2 in connection with the preparation of IRS Form 8594 (and any supplemental filings required in connection therewith) as such allocation, (ii) be bound form relates to the transactions contemplated by such allocation for purposes this Agreement. If the allocations of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price for Tax purposes shall have been agreed upon as contemplated by this Section 3.2, neither the Seller nor the Purchaser shall file any Tax Return or otherwise take any position or action for Tax purposes that is inconsistent with the allocation determined for tax purposes in order pursuant to reflect the costs incurred this Section 3.2, except as may be adjusted by subsequent agreement following an audit by the Purchaser in connection with this transaction andInternal Revenue Service or by court decision. Notwithstanding the foregoing, if in the reasonable judgment allocation referred to herein shall not be binding on the Seller or its creditors for the purpose of determining any distribution by the Seller of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and funds received hereunder and/or the most recent estimates then available to the Purchaser as to the amount and timing value of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser liens of any creditors in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such disputefunds.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser agree that, shall use their respective commercially reasonable efforts to allocate the aggregate purchase price to be paid for all tax reporting purposes, the allocation of the Cash Purchase Price and the Assumed Liabilities to the Acquired Purchased Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance accordance with Section 1060 of the Internal Revenue Code Code. No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and provide to the Seller a draft allocation of 1986the aggregate purchase price among the Purchased Assets (the "Allocation Statement"), as amendedsuch Allocation Statement to be prepared in accordance with the methodology set forth in the Code. The Seller shall notify the Purchaser within thirty (30) days of receipt of such draft Allocation Statement of any objections that the Seller may have thereto. The Seller and the Purchaser shall negotiate in good faith to resolve any disagreement with respect to such Allocation Statement. Under no circumstances, however, shall the failure to agree on the allocation of the aggregate purchase price among the Purchased Assets or to resolve any disagreements with respect to such allocation be or be claimed to be a breach of this Agreement. In their preparation of Schedule 1.8addition, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns any information required to be filed pursuant to the Treasury Regulations promulgated under Section 1060 of the Code, and, if the allocations of the Purchase Price for Tax purposes shall have been agreed by the Parties upon as contemplated by this Section 3.2, shall use the allocation determined pursuant to this Section 3.2 in connection with the preparation of IRS Form 8594 (and any supplemental filings required in connection therewith) as such allocation, (ii) be bound form relates to the transactions contemplated by such allocation for purposes this Agreement. If the allocations of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price for Tax purposes shall have been agreed upon as contemplated by this Section 3.2, neither the Seller nor the Purchaser shall file any Tax Return or otherwise take any position or action for Tax purposes that is inconsistent with the allocation determined for tax purposes in order pursuant to reflect the costs incurred this Section 3.2, except as may be adjusted by subsequent agreement following an audit by the Purchaser in connection with this transaction andInternal Revenue Service or by court decision. Notwithstanding the foregoing, if in the reasonable judgment allocation referred to herein shall not be binding on the Seller or its creditors for the purpose of determining any distribution by the Seller of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and funds received hereunder and/or the most recent estimates then available to the Purchaser as to the amount and timing value of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser liens of any creditors in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such disputefunds.