Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. Within ninety (90) days following the finalization of the adjustments in accordance with Section 4(d), or such later time as mutually agreed by Seller and OpCo Purchaser, OpCo Purchaser shall prepare and provide to Seller a schedule for income Tax purposes allocating the OpCo Transaction Consideration and any other relevant items among each of the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are disregarded entities for U.S. federal income tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP in compliance with Section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”). Seller shall have a period of fifteen (15) Business Days after the delivery of the Allocation Schedule (the “Allocation Response Period”) to present in writing to OpCo Purchaser notice of any objections Seller may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Seller timely objects, such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. If Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards. The Accounting Firm’s determination shall be final and binding on the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the item has been referred to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file all Tax Returns in accordance with and based upon the final Allocation Schedule. OpCo Purchaser and Seller shall promptly inform one another of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. In addition, in the event that there is any adjustment to the OpCo Transaction Consideration pursuant to this Agreement or the Contingent Lease Support Agreement following the preparation of the Allocation Schedule, the Allocation Schedule shall be amended according to the same procedures set forth in this Section 4(f).

Allocation Schedule. Within ninety No later than 30 days after the Closing Date, Seller shall deliver (90or cause to be delivered) days following to the finalization Investors a draft schedule (the “Allocation Schedule”) allocating the quotient of the adjustments in accordance with Section 4(d), or such later time as mutually agreed Initial Payment divided by Seller and OpCo Purchaser, OpCo Purchaser shall prepare and provide to Seller a schedule for income Tax purposes allocating the OpCo Transaction Consideration and any other relevant items 99% among each of the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are disregarded entities for U.S. federal income tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP Project Company in compliance accordance with Section 1060 of the Code and the regulations thereunder (Treasury Regulations promulgated thereunder, generally in accordance with an allocation of [***]% to the “tangible assets and [***]% to the intangible assets. If, within 20 days following their receipt of the draft Allocation Schedule”). Seller shall have a period of fifteen (15) Business Days after , the delivery of the Allocation Schedule (the “Allocation Response Period”) Investors do not provide written comments to present in writing to OpCo Purchaser notice of any objections Seller may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Seller timely objectsSeller, such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. If as prepared by Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards. The Accounting Firm’s determination shall be become final and binding on the partiesParties. If, within 20 days following its receipt of the draft Allocation Schedule, the Investors provide written comments to Seller, within the ensuing 30 days, the Parties shall attempt in good faith to resolve any dispute regarding the Allocation Schedule. If by the end of the 30 day period, Investors and Seller are unable to reach an agreement on the draft Allocation Schedule or any requested revisions thereto, the dispute will be referred to an independent valuation firm (the “Independent Appraiser”) selected by agreement of Investors and Seller (or, if the Parties cannot agree to the selection of the Independent Appraiser, the Independent Appraiser will be selected by agreement of KPMG LLP and Deloitte Touche Tohmatsu Limited) to resolve any remaining disputes, applying, mutatis mutandis, the procedures and fee allocation set forth in Section 2.4(a) (except that the Independent Appraiser will not be bound to accept either the position submitted to it by the Investors or the position submitted to it by Seller). The Accounting Firm Parties shall resolve memorialize the dispute within thirty (30) days after draft Allocation Schedule, as agreed or as determined by the item Independent Appraiser, as applicable, in a final Allocation Schedule. After the final Allocation Schedule has been referred memorialized, if there is an adjustment to it. The coststhe value exchanged hereunder (e.g., fees due to indemnification payments) for U.S. federal and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, applicable state and local Taxesincome Tax purposes, and if such difference requires an adjustment to the Allocation Schedule, then Seller shall prepare such adjustment to the Allocation Schedule and submit such adjustment to the Investors, and the Parties shall use their good faith efforts to agree on the final adjustment within 30 days thereafter; provided, that if the Parties cannot agree on such adjustment, such adjustment shall be determined by the Independent Appraiser applying, mutatis mutandis, the procedures and fee allocation set forth in Section 2.4(a) (except that the Independent Appraiser will not be bound to accept either the position submitted to it by the Investors or the position submitted to it by Seller). Each of Seller The Parties agree to: (a) be bound by the Allocation Schedule agreed upon under this Section 9.12(b); (b) prepare and OpCo Purchaser agrees file, and cause its respective Affiliates to prepare and file file, all Tax Returns in accordance a manner consistent with and based upon the final Allocation Schedule. OpCo Purchaser ; and Seller shall promptly inform one another of (c) take no position, and cause its respective Affiliates to take no position, inconsistent with the Allocation Schedule in any challenge Tax Return or in any Claim by any Governmental Authority Body; provided, that the foregoing shall not prevent either Party from settling any Tax audit, Tax review or Tax litigation or from complying with any final determination therefrom. Notwithstanding the foregoing, the Parties agree that it will not be inconsistent with the Allocation Schedule for (i) a party’s cost for an asset to differ from the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. In addition, total amount allocated in the event that there is any adjustment Allocation Schedule to such asset to reflect capitalized acquisition costs not included in the OpCo Transaction Consideration total amount allocated pursuant to this Agreement or Section 9.12(b), and (ii) the Contingent Lease Support Agreement following amount realized by a Party to differ from the preparation of the Allocation Schedule, the Allocation Schedule shall be amended according total amount allocated pursuant to the same procedures set forth in this Section 4(f)9.12(b) to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes.

Allocation Schedule. Within ninety (90) days following the finalization The parties acknowledge and agree that by reason of the adjustments in accordance with status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 4(d301.7701-3(b)(1)(ii), or such later time the purchase of the Membership Interests by Buyer from Seller shall be treated as mutually agreed a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller and OpCo Purchaserto Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), OpCo Purchaser shall prepare and provide to Seller a schedule for income Tax purposes allocating including the OpCo Transaction Consideration Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items among each that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the OpCo Acquired Assets resulting from sale of the Membership Interests (and, with respect to shall be allocated among the OpCo Acquired Companies that are disregarded entities for U.S. federal income tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP Assets in compliance accordance with Section 1060 of the Code Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the regulations thereunder Total Tax Consideration among the Assets (the “Allocation Schedule”). The Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall have shall, for a period of fifteen (15) Business Days after 30 days, have the delivery of right to review and comment on the Allocation Schedule (and Buyer shall make such revisions to the “Allocation Response Period”) Schedule as are reasonably requested by Seller and consented to present in writing to OpCo Purchaser notice by Buyer, which consent shall not be unreasonably withheld. In the event of any objections disagreement between Buyer and Seller may have regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the allocations set forth therein Assets (an “Allocation Objections Notice”but not inconsistently with any values agreed by Schedule 8.1(c)). Unless Seller timely objects, such The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties without further adjustmentfor Tax purposes, absent manifest error. If Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards. The Accounting Firm’s determination shall be final and binding on the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the item has been referred to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file all income Tax Returns in accordance a manner consistent with and based upon the final such Allocation Schedule. OpCo Purchaser and Seller No party or their shareholders or Affiliates shall promptly inform one another take any position that is inconsistent with the Allocation Schedule in any audit or other Proceeding relating to Tax; provided, however, that if in any audit of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal Tax Return of Buyer or submission with respect to, such challenge. In addition, in the event that there is any adjustment to the OpCo Transaction Consideration pursuant to this Agreement Seller or the Contingent Lease Support Agreement following shareholders of Seller by a taxing authority, the preparation amount of or allocation of the Total Tax Consideration is finally determined by such taxing authority to be different from the Allocation Schedule, Buyer and Seller may (but shall not be obligated to) take any position or action consistent with the Allocation Schedule allocation of consideration as finally determined in such audit. In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall be amended according to promptly notify the same procedures set forth in this Section 4(f)other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolution.

Allocation Schedule. Within ninety (90) days following the finalization of the adjustments in accordance with Section 4(d), or such later time as mutually agreed by Seller and OpCo Purchaser, OpCo Purchaser The Company shall prepare and provide deliver to Seller Buyer a schedule for income Tax purposes allocating the OpCo Transaction Consideration and any other relevant items among each of the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are disregarded entities for U.S. federal income tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP in compliance with Section 1060 of the Code and the regulations thereunder spreadsheet (the “Allocation Schedule”) at least five (5) days prior to the Closing that shall set forth all of the information set forth on Schedule B hereto. From time to time after the Closing, the Sellers Representative may deliver to Buyer an updated Allocation Schedule (each, an “Updated Allocation Schedule”); provided that the Sellers Representative shall deliver an Updated Allocation Schedule at such times as required by the terms of this Agreement. Until the Sellers Representative delivers an Updated Allocation Schedule to Buyer, Buyer shall use the Allocation Schedule delivered pursuant to the first sentence of this Section 6.3 or, if an Updated Allocation Schedule has been subsequently delivered to Buyer pursuant to this Section 6.3, the most recently delivered Updated Allocation Schedule, for purposes of (a) paying any amounts payable to any Selling Securityholder following the Closing under this Agreement, or (b) issuing any Post-Closing SPAC Shares to any Selling Securityholder following the Closing under this Agreement (collectively, the “Updated Allocation Schedule Purposes”). Seller After the delivery of an Updated Allocation Schedule to Buyer, each of the parties hereto agree that such Updated Allocation Schedule shall have a period be used for the Updated Allocation Schedule Purposes, as applicable, with respect to any then-current matters or events (such as any payments or issuances of fifteen (15Post-Closing SPAC Shares to be made to any Selling Securityholders following the Closing or any payment obligations of any Selling Securityholder hereunder) Business Days for which such Updated Allocation Schedule may relate or any such matters or events which subsequently arise after the date of the delivery of such Updated Allocation Schedule, unless and until the Sellers Representative subsequently delivers a further Updated Allocation Schedule to Buyer. The Company (with respect to the Allocation Schedule) or the Sellers Representative (with respect to any Updated Allocation Schedule), as applicable, shall cooperate in good faith with Buyer’s and its Representatives’ review of the Allocation Schedule (the “Allocation Response Period”) to present in writing to OpCo Purchaser notice of and any objections Seller may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Seller timely objects, such Updated Allocation Schedule and shall be binding on the parties without further adjustment, absent manifest error. If Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate take into consideration in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery any comments of Buyer on the Allocation Objections NoticeSchedule and any Updated Allocation Schedule (provided that, then for the disputed items avoidance of doubt, the Company, the Company Stockholders and the Sellers Representative shall not be resolved by required to make or accept any revisions or changes to the Accounting Firm consistent with fair Allocation Schedule or any Updated Allocation Schedule that the Company or the Sellers Representative, as applicable, delivers, and reasonable industry standards. The Accounting Firm’s determination Buyer shall not have the right to delay any payments to be final and binding on made under this Agreement in the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the item has been referred to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file all Tax Returns in accordance with and based upon the final Allocation Schedule. OpCo Purchaser and Seller shall promptly inform one another event of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed dispute with respect to the status of, and Allocation Schedule or any discussion, proposal or submission with respect to, such challengeUpdated Allocation Schedule). In additionNotwithstanding the foregoing, in the no event that there is will any adjustment of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the OpCo Transaction Consideration pursuant to this Agreement Closing or the Contingent Lease Support Agreement following the preparation of the its making an objection that is not fully implemented in a revised Allocation Schedule or Updated Allocation Schedule, the Allocation Schedule shall be amended according to the same procedures set forth in this Section 4(f)as applicable.

Allocation Schedule. Within ninety (90i) days following For U.S. federal (and applicable state and local) Income Tax purposes, the finalization of Parties agree that the Purchase Price (together with any adjustments in accordance with Section 4(d)thereto and any costs, or such later time as mutually agreed by Seller and OpCo Purchaserpayments, OpCo Purchaser shall prepare and provide to Seller a schedule for income Tax purposes allocating the OpCo Transaction Consideration assumed liabilities and any other relevant items among each of amounts properly characterized as consideration for the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are disregarded entities Shares for U.S. federal income tax Income Tax purposes, ) (the “Tax Purchase Price”) shall be allocated among the assets of such OpCo Acquired CompaniesCompany (the “Company Assets”) and the Licensed IP for Income Tax purposes in compliance accordance with Section 1060 of the Code and Treasury Regulations (the regulations thereunder “Allocation Methodology”). Buyer shall deliver a draft schedule of the allocation of the Tax Purchase Price that is consistent with the Allocation Methodology (the “Allocation Schedule”)) to Seller within 90 days after determination of the Final Closing Statement in accordance with Section 2.04, for Seller’s review and comment. Seller shall have a period of fifteen (15) Business Days after the review and approve such allocation within 30 days from delivery of the Allocation Schedule to Seller (the “Allocation Response Review Period”) to present in writing to OpCo Purchaser notice of any objections Seller may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless If Seller timely objectsdoes not submit comments within such Allocation Review Period, then Seller will be deemed to have approved such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest erroras prepared by Buyer. If Seller shall raise any objections delivers comments to Buyer within the such Allocation Response Review Period, OpCo Purchaser Buyer and Seller shall negotiate in use good faith and use reasonable best efforts to resolve any dispute in connection with such disputecomments. If In the parties fail event Buyer and Seller are unable to agree on any such revisions within fifteen (15) 10 days after Seller provides its comments, Buyer and Seller shall engage the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting CPA Firm consistent with fair (unless another accounting firm is mutually agreed to in writing between Buyer and reasonable industry standards. The Accounting Firm’s determination shall be final and binding on the parties. The Accounting Firm shall Sellers’ Representative prior to such time) to resolve the dispute within thirty (30) days after in accordance with the item has been referred to itAllocation Methodology and the terms of this Agreement. The costs, fees and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes In resolving any dispute with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file all Tax Returns in accordance with and based upon the final Allocation Schedule. OpCo Purchaser and Seller shall promptly inform one another of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. In addition, in the event that there is any adjustment to the OpCo Transaction Consideration pursuant to this Agreement or the Contingent Lease Support Agreement following the preparation of the Allocation Schedule, the Allocation Schedule CPA Firm (i) shall be amended according bound by the Allocation Methodology, (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either Buyer or Seller, (iii) shall restrict its decision to such items included in Seller’s objection(s) which are then in dispute, (iv) may review only the written presentations of Buyer and Seller in resolving any matter which is in dispute, and (v) shall render its decision in writing within 30 days after the disputed item(s) have been submitted to it. The resolution of any disputed items by the CPA Firm shall be final, conclusive and binding on the parties for the purposes of this Agreement. The CPA Firm shall allocate its costs and expenses between Buyer and Seller based upon the percentage of the contested amount submitted to the same procedures set forth in this Section 4(f)CPA Firm that is ultimately awarded to Buyer, on the one hand, or Seller, on the other hand, such that Buyer bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Seller, and Seller bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Buyer.

Allocation Schedule. Within Not later than ninety (90) days following after the finalization Closing Date, the Seller shall provide the Purchaser with a draft allocation of the adjustments Adjusted Consideration among the CSO Assets in accordance with Section 4(d), or such later time as mutually agreed by Seller and OpCo Purchaser, OpCo Purchaser shall prepare and provide to Seller a schedule for income Tax purposes allocating the OpCo Transaction Consideration and any other relevant items among each of the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are disregarded entities for U.S. federal income tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP in compliance with Section 1060 of the Code and the regulations Treasury Regulations promulgated thereunder (the “Allocation Schedule”). Seller shall have a period of fifteen (15) Business Days after the delivery of the The Allocation Schedule (will set forth an allocation among the “Allocation Response Period”) classes of assets as prescribed by Section 1060, but will not provide a breakdown in each class to present specific assets. The Purchaser shall notify the Seller in writing to OpCo Purchaser notice of any objections Seller may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Seller timely objects, such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. If Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards. The Accounting Firm’s determination shall be final and binding on the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after receipt of such Allocation Schedule of any items in the item has been referred Allocation Schedule to itwhich it objects. If Purchaser does not timely notify Seller of any objections, the Allocation Schedule provided by the Seller shall be final. If the Purchaser timely delivers notification of objections, the Purchaser and the Seller shall negotiate in good faith to resolve such objections. If no agreement is reached within thirty days of the receipt of the Purchaser’s objections, the items of objection shall be submitted for resolution in the manner provided in Section 2.3.1(b). The costs, fees and expenses costs of the Accounting Firm such accounting firm shall be borne equally by the Purchaser and the Seller. The Seller and OpCo Purchaser. Seller and OpCo the Purchaser agree that they shall use such report the allocation for all reporting purposes of the Adjusted Consideration in a manner entirely consistent with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file this Section 9.2 in all Tax Returns returns and forms (including without limitation, their respective income Tax returns for the year in accordance which the Closing Date occurs and the Form 8594 filed with the Seller’s and based upon the final Allocation Schedule. OpCo Purchaser and Seller shall promptly inform one another of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed Purchaser’s respective federal income tax returns with respect to the status of, Transaction). The Seller and any discussion, proposal or submission with respect to, such challenge. In addition, in the event that there is any adjustment Purchaser shall each deliver to the OpCo Transaction Consideration other a copy of the Form 8594 it files with its respective federal income tax return. The parties agree that this Allocation Schedule may need to be amended to reflect adjustments to the Purchase Price made pursuant to this Agreement or the Contingent Lease Support Agreement following the preparation of the Allocation Schedule, the Allocation Schedule shall be amended according to the same procedures set forth in this including Section 4(f)2.12.