Common use of Allocation of Values Clause in Contracts

Allocation of Values. 2.2.1. The fair market value of the Assets shall be determined and allocated on the basis of an appraisal (the "Appraisal") prepared by Bond & Peca▇▇, ▇▇ another firm reasonably acceptable to CBS and Entercom, whose fees and expenses shall be borne equally by CBS and Entercom. The parties shall use their reasonable best efforts to cause Bond & Peca▇▇ ▇▇ deliver the Appraisal 10 days before the Closing Date, or failing compliance with such deadline, as soon thereafter as is practicable, but in all events no later than 30 days after the Closing Date. The Appraisal shall set forth the fair market value of each material asset included in the Assets. 2.2.2. Each party, as necessary, shall prepare such IRS Forms as are required by law to be filed with the Internal Revenue Service reflecting the fair market value of the Assets as determined in accordance with the values set forth in the Appraisal and the above provisions and shall forward such forms to the other parties within thirty (30) days after the Closing. Each party, as necessary, shall file with their respective federal income tax returns for the tax year in which the Closing occurs such IRS Forms as prepared in accordance with the foregoing. Each party shall deliver to the other parties hereto a copy of such IRS Forms as filed with their respective federal income tax return within thirty (30) days of the filing of such return. The parties hereto hereby covenant and agree with each other that they will not take a position on any income tax return that is in any way inconsistent with the terms of this Section 2.2.

Allocation of Values. 2.2.1. The fair market value of the Assets shall be determined and allocated on the basis of an appraisal (the "Appraisal") prepared by Bond & Peca▇▇, ▇▇ another firm reasonably acceptable to CBS and Entercom, whose fees and expenses shall be borne equally by CBS and Entercom. The parties shall use their reasonable best efforts to cause Bond & Peca▇▇ ▇▇ deliver the Appraisal 10 days before the Closing Date, or failing compliance with such deadline, as soon thereafter as is practicable, but in all events no later than 30 days after the Closing Date. The Appraisal shall set forth the fair market value of each material asset included in the Assets. 2.2.2. Each party, as necessary, shall prepare such IRS Forms as are required by law to be filed with the Internal Revenue Service reflecting the fair market value of the Assets as determined in accordance with the values set forth in the Appraisal and the above provisions and shall forward such forms to the other parties within thirty (30) days after the Closing. Each party, as necessary, shall file with their respective federal income tax returns for the tax year in which the Closing occurs such IRS Forms as prepared in accordance with the foregoing. Each party shall deliver to the other parties hereto a copy of such IRS Forms as filed with their 6 11 respective federal income tax return within thirty (30) days of the filing of such return. The parties hereto hereby covenant and agree with each other that they will not take a position on any income tax return that is in any way inconsistent with the terms of this Section 2.2.