Common use of Allocation Schedules Clause in Contracts

Allocation Schedules. Within thirty (30) days following the determination of the Final Working Capital, Buyer shall deliver to Parent and Seller schedules (the “Allocation Schedules”) allocating the Purchase Price (including, for this purpose, any Liabilities assumed) among (i) the assets of the Company (including all of the assets of the applicable Business Subsidiaries that are transparent for U.S. federal income tax purposes or with respect to which a Section 338(h)(10) Election is made) and (ii) in the event that Buyer makes the Stock Purchase Request, the equity of USCC Services. The Allocation Schedules shall be prepared in accordance with the methodologies set forth on IRS Form 8883. If, within thirty (30) days following delivery of the Allocation Schedules, Parent or Seller notifies Buyer in writing of its disagreement with the Allocation Schedules, Parent, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Allocation Schedules to reflect such resolution, which shall be final and binding, meaning each of Parent, Seller and Buyer agrees that neither it nor any of its Affiliates shall file any Tax Returns in a manner that is inconsistent with the Allocation Schedules as finally determined. If, within thirty (30) days following such notification by Parent or Seller to Buyer, Parent, Seller and Buyer are unable to resolve any disagreement, Parent, Seller and Buyer shall each be entitled to adopt their own positions regarding the Allocation Schedules for all applicable Tax purposes.