Common use of Allocation Statement Clause in Contracts

Allocation Statement. Buyer and Seller agree that the Purchase Price shall be allocated among the Subject Assets in accordance with Section 1060 of the Code and the Treasury regulations thereunder, as set forth on Schedule 3.3(d) of this Agreement (the “Purchase Price Allocation”), and any subsequent adjustments to the Purchase Price shall be made consistent with such allocation. Buyer and Seller shall duly prepare and timely file such reports and information returns as may be required under Section 1060 of the Code and any regulations thereunder and any corresponding provisions of applicable state income tax laws to report the Purchase Price Allocation. The Purchase Price Allocation shall be binding on Buyer and Seller for Tax reporting purposes, provided that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings. Section 3.4. Expense Adjustment The Purchase Price shall be adjusted (i) upward by an amount equal to all costs and expenses paid by Seller for any period after November 1, 2009 and attributable to the ownership or operation of the Subject Assets after November 1, 2009 (other than Buyer’s portion of Property Taxes paid to Seller pursuant to Section 11.1(b)) and (ii) downward for all costs and expenses paid by Buyer for any period prior to November 1, 2009 and attributable to the ownership or operation of the Subject Assets prior to the close of business on November 1, 2009.