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

Allocation of Purchase Price for Tax Purposes. Promptly after the execution of this Agreement, Buyer will prepare and deliver to Sellers a proposed allocation of the Unadjusted Purchase Price among each of the Assets in compliance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder. Thereafter, Buyer and Sellers will use commercially reasonable efforts to agree upon such allocation. To the extent permitted by Law, such allocation of value shall be generally treated as Class V assets for purposes of Internal Revenue Service Form 8594. Such agreed allocation for any Asset shall be consistent with Section 2.02 and shall be increased or reduced as described in Articles III and IV (the “Tax Allocated Value”). Sellers and Buyer agree (1) that the Tax Allocated Values shall be used by Sellers and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (2) that neither they nor their Affiliates will take positions inconsistent with the Tax Allocated Values in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes unless required by applicable Law or with the consent of the other Party. Buyer and Sellers agree that each shall furnish the other a copy of Form 8594 (Asset Acquisition Statement under Section 1060) proposed to be filed with the Internal Revenue Service by such party or any Affiliate thereof ten (10) days prior to such filing.

Allocation of Purchase Price for Tax Purposes. Promptly after the execution of this Agreement, Buyer will prepare and deliver to Sellers a proposed allocation of the Unadjusted unadjusted Purchase Price among each of the Assets in compliance with the principles of Section 1060 of the Code and the Treasury Regulations regulations thereunder. Thereafter, Buyer and Sellers will use commercially reasonable efforts to agree upon such allocation. To the extent permitted by Lawlaw, such allocation of value shall be generally treated as Class V assets for purposes of Internal Revenue Service Form 8594. Such agreed allocation for any Asset shall be consistent with Section 2.02 2.03 and shall be increased or reduced as described in Articles III and IV (the “Tax Allocated Value”). Sellers and Buyer agree (1a) that the Tax Allocated Values shall be used by Sellers and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (2b) that neither they nor their Affiliates will take positions inconsistent with the Tax Allocated Values in notices to Governmental Authoritiesgovernmental bodies, in audit or other proceedings with respect to Taxes unless required by applicable Law or with the consent of the other Partyparty. Buyer and Sellers Seller agree that each shall furnish the other a copy of Form 8594 (Asset Acquisition Statement under Section 1060) proposed to be filed with the Internal Revenue Service by such party or any Affiliate thereof ten (10) days prior to such filing.