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

Allocation of Purchase Price for Tax Purposes. The Sellers and the Purchaser Parties shall cooperate to prepare, within sixty (60) days following the Closing Date, a statement allocating the sum of the Purchase Price and the Assumed Liabilities to the Acquired Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder. If there is any adjustment to the Purchase Price, the Acquired Assets or the Assumed Liabilities, the Sellers and the Purchaser Parties agree to make appropriate adjustments to such statement. The Sellers and the Purchaser Parties shall be bound by such allocation (and if necessary, any revised allocation), and, unless otherwise required by applicable Law, shall file, or cause to be filed, all applicable federal, state, local and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If such allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute.

Allocation of Purchase Price for Tax Purposes. The Sellers parties agree that, for all Tax and other reporting purposes, the Purchaser Parties shall cooperate to prepare, within sixty (60) days following provide the Closing Date, a statement allocating the sum Seller with an allocation of the Cash Purchase Price and the Assumed Liabilities to among the Acquired Assets Assets, Assumed Liabilities and the Interests within 90 days after the Closing Date in accordance with Section 1060 of the Code and Code. The Seller shall have the Treasury regulations promulgated thereunderright to propose changes to such allocations, provided that the Purchaser shall have ultimate discretion to reject any such proposals unless such rejection would be unreasonable. If there is any adjustment to the Purchase Price, the Acquired Assets or the Assumed Liabilities, the Sellers The Seller and the Purchaser Parties agree to make appropriate adjustments to such statement. The Sellers and the Purchaser Parties shall be bound by such allocation (and if necessary, any revised adjusted allocation), and, unless otherwise required by applicable Law, and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local local, provincial and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If such the allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If the IRS proposes a different allocation, either party may file amended returns based on such allocation.

Allocation of Purchase Price for Tax Purposes. The Sellers and the Purchaser Parties shall cooperate to prepare, within sixty (60) days As promptly as practicable following the Closing Datedate hereof, Seller shall provide to Purchaser a statement schedule prepared in accordance with Sections 338 and 1060 of the Code, allocating the sum of the Purchase Price Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities to among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunderInterests for all tax and other reporting purposes. If there is any adjustment to the Purchase Price, the Acquired Assets or the Assumed Liabilities, the Sellers The Seller and the Purchaser Parties agree to make appropriate adjustments to such statement. The Sellers and the Purchaser Parties shall be bound by such allocation (and if necessary, any revised adjusted allocation), and, unless otherwise required by applicable Law, and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If such the allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If a different allocation proposed by the Internal Revenue Service (the “IRS”) is finally determined, either party may file amended returns based on such allocation or any other allocation. An allocation shall be considered to be finally determined when such allocation cannot be contested in any court of competent jurisdiction.

Allocation of Purchase Price for Tax Purposes. The Sellers and the Purchaser Parties shall cooperate to prepare, within sixty (60) days following the Closing Date, a statement allocating the sum of the Purchase Price and the Assumed Liabilities to the Acquired Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder. If there is any adjustment to the Purchase Price, the Acquired Assets or the Assumed Liabilities, the Sellers and the Purchaser Parties agree to make appropriate adjustments to such statement. The Sellers and the Purchaser Parties shall be bound by such allocation (and if necessary, any revised allocation), and, unless otherwise required by applicable Law, shall file, or cause to be filed, all applicable federal, state, local and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If such allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute.

Allocation of Purchase Price for Tax Purposes. The Sellers and the Purchaser Parties shall cooperate to prepare, within sixty (60) days As promptly as practicable following the Closing Datedate hereof, Seller shall provide to Purchaser a statement schedule prepared in accordance with Sections 338 and 1060 of the Code, allocating the sum of the Purchase Price Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities to among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunderInterests for all tax and other reporting purposes. If there is any adjustment to the Purchase Price, the Acquired Assets or the Assumed Liabilities, the Sellers The Seller and the Purchaser Parties agree to make appropriate adjustments to such statement. The Sellers and the Purchaser Parties shall be bound by such allocation (and if necessary, any revised adjusted allocation), and, unless otherwise required by applicable Law, and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If such the allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If a different allocation proposed by the Internal Revenue Service (the "IRS") is finally determined, either party may file amended returns based on such allocation or any other allocation. An allocation shall be considered to be finally determined when such allocation cannot be contested in any court of competent jurisdiction.