Common use of For U Clause in Contracts

For U. S. federal (and where applicable, state and local) income Tax purposes, the parties agree to allocate the Purchase Price, the Assumed Liabilities, and any other amounts treated as consideration to any Seller in respect of the Acquired Assets pursuant to this Agreement for U.S. federal (and where applicable, state and local) income Tax purposes (collectively, the “Tax Consideration”) among the Acquired Assets in accordance with Section 1060 of the Tax Code, pursuant to the following procedures. No later than ninety (90) days following the Closing Date, Purchaser shall provide Sellers with a proposed allocation of the Tax Consideration among the Acquired Assets (the “Proposed Allocation”). Sellers may object to the Proposed Allocation by delivering to Purchaser, within thirty (30) days of receipt by Sellers of the Proposed Allocation, notice of objection to the Proposed Allocation (an “Allocation Objection Notice”), which shall specify in reasonable detail the basis for such objection. If Sellers fail to deliver an Allocation Objection Notice to Purchaser prior to the expiration of such thirty (30)-day period, the Proposed Allocation shall become final, binding and conclusive upon Sellers and Purchaser (the “Allocation”). If Sellers timely deliver an Allocation Objection Notice, then Purchaser and Sellers shall negotiate in good faith to resolve the disputed items. If Purchaser and Sellers are able to reach agreement on the disputed items within thirty (30) days after the Allocation Objection Notice has been received by Purchaser, the Proposed Allocation, as modified to reflect such agreement between Purchaser and Sellers, shall be the Allocation. If Purchaser and Sellers are unable to reach such an agreement within thirty (30) days after the Allocation Objection Notice has been received by Purchaser, all unresolved disputed items shall be promptly referred to a mutually agreed, nationally recognized accounting firm (the “Independent Arbiter”). The Independent Arbiter shall be directed to render a written report on the unresolved disputed items with respect to the allocation of the Tax Consideration as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Arbiter, and to resolve only those unresolved disputed items set forth in the Allocation Objection Notice. For the avoidance of doubt, the Independent Arbiter’s resolution of the disputed items shall be within the ranges proposed by Purchaser and Sellers that are in dispute. If unresolved disputed items are submitted to the Independent Arbiter, Purchaser and Sellers shall each furnish to the Independent Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Arbiter may reasonably request. The resolution of the disputed items by the Independent Arbiter shall be final, binding and conclusive upon Purchaser and Sellers. The Proposed Allocation, as modified to reflect (x) any agreement as to any disputed items between Purchaser and Sellers and (y) the resolution of the remaining disputed items by the Independent Arbiter, shall be the Allocation. All fees and expenses of the Independent Arbiter shall be allocated to Purchaser and Sellers in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each of Purchaser and Sellers (as determined by the Independent Arbiter) bears to the total amount of the disputed items.

For U. S. federal (and where applicable, applicable state and local) local income Tax tax purposes, the parties agree Parties intend (i) for the Mergers, taken together, to allocate constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that will qualify as a “reorganization” within the Purchase Pricemeaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, (ii) for Parent’s acquisition of the Acquired Interests to each be treated as a taxable sale under Section 1001(a) of the Code, (iii) for the Closing Cash Consideration (but not including the Closing Adjustment Amount Merger Portion), the Assumed LiabilitiesRepresentative Amount, the Escrow Amount and any other amounts the Deferred Payment pursuant to Section 2.11 to be treated as consideration to any Seller in respect only for the acquisition of the Acquired Assets pursuant to this Agreement for U.S. federal Interests and (and where applicable, state and localiv) income Tax purposes (collectively, the “Tax Consideration”) among the Acquired Assets in accordance with Section 1060 of the Tax Code, pursuant notwithstanding anything to the following procedures. No later than ninety contrary, that (90A) days following the final taxable year for the consolidated Tax group that includes CAH Holdings, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, Inc. and Hill Administrative Services, Inc. shall end on the day immediately preceding the Closing Date, Purchaser shall provide Sellers (B) the partnership status of CAC Holdings terminates on the Closing Date under Revenue Ruling 99-6, Situation 1, with a proposed allocation of its final taxable year ending on and including the Closing Date, (C) Transaction Tax Consideration among the Acquired Assets Deductions (the “Proposed Allocation”). Sellers may object to the Proposed Allocation by delivering to Purchaser, within thirty (30) days of receipt by Sellers of the Proposed Allocation, notice of objection to the Proposed Allocation (an “Allocation Objection Notice”), which shall specify in reasonable detail the basis for such objection. If Sellers fail to deliver an Allocation Objection Notice to Purchaser whether or not incurred on or prior to the expiration Closing Date) shall be included in the Pre-Closing Tax Period for purposes of this Agreement and the preparation of all Pass-Through Tax Returns to the extent such thirty deductions are “more likely than not” deductible in such Pre-Closing Tax Period, (30)-day periodD) notwithstanding other provisions of this Agreement, the Proposed Allocation Seller shall become finalnot be allocated any items of income, binding gain, loss or deduction with respect to revenues and conclusive upon Sellers and Purchaser (the “Allocation”). If Sellers timely deliver an Allocation Objection Notice, then Purchaser and Sellers shall negotiate in good faith to resolve the disputed items. If Purchaser and Sellers are able to reach agreement expenses recognized on the disputed items within thirty (30) days after Closing Date other than Transaction Tax Deductions, and such revenues and expenses recognized on the Allocation Objection Notice has been received by PurchaserClosing Date other than Transaction Tax Deductions shall instead be allocated to or reported on Tax Returns for the Parent and/or its Subsidiaries and, the Proposed Allocation, as modified to reflect such agreement between Purchaser Parent and Sellers, its Subsidiaries shall be responsible for all Taxes relating to such revenues and expenses; provided, that to the Allocation. If Purchaser extent that any items of income, gain, loss or deduction with respect to revenues and Sellers expenses recognized on the Closing Date or any Transaction Tax Deductions are unable to reach reported on any Pass-Through Tax Return, (1) such an agreement within thirty (30) days after the Allocation Objection Notice has been received by Purchaser, all unresolved disputed items shall be promptly referred treated as “extraordinary items” under Section 1.706-4(e)(1) of the Treasury Regulations (without regard to a mutually agreedSection 1.706-4(e)(3) of the Treasury Regulations and following any requirements under Section 1.706-4(f) of the Treasury Regulations), nationally recognized accounting firm (the “Independent Arbiter”). The Independent Arbiter shall be directed to render a written report on the unresolved disputed 2) any such items with respect to revenues and expenses recognized on the allocation of the Closing Date other than Transaction Tax Consideration as promptly as practicable, but in no event more than thirty Deductions shall be entirely allocated to Parent or its Subsidiaries and (303) days after any such submission Transaction Tax Deductions shall be entirely allocated to the Independent ArbiterSeller, and to resolve only those unresolved disputed items set forth in the Allocation Objection Notice. For (E) for the avoidance of doubt, for purposes of this Article XI, the Independent Arbiter’s resolution Closing Date shall be treated as January 1, 2026 (clauses (i) through (iv), collectively, the “Intended Tax Treatment”). The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g). The Parties shall file all Tax Returns consistent with the foregoing and shall not otherwise take any Tax position inconsistent with, the Intended Tax Treatment, except pursuant to a determination under Section 1313(a) of the disputed items Code (or corresponding provisions of state or local law). Parent (and Merger Subs) shall be within the ranges proposed by Purchaser and Sellers that are in dispute. If unresolved disputed items are submitted deliver to the Independent ArbiterSeller, Purchaser and Sellers shall each furnish at least five (5) Business Days prior to the Independent Arbiter Closing Date, a duly executed representation letter addressed to the Seller’s tax return preparer, dated as of the date delivered and effective as of the Closing Date, containing such work papers, schedules and other documents and information reasonable representations as are customary in connection with the issuance of tax opinions relating to the unresolved disputed items transactions intended to qualify as the Independent Arbiter may reasonably request. The resolution reorganizations under Section 368 of the disputed items by Code, in form and substance reasonably satisfactory to the Independent Arbiter shall be final, binding Seller and conclusive upon Purchaser and Sellers. The Proposed Allocation, as modified reasonably necessary or appropriate to reflect (x) any agreement as to any disputed items between Purchaser and Sellers and (y) support the resolution portion of the remaining disputed items by the Independent Arbiter, shall be the Allocation. All fees and expenses Intended Tax Treatment referred to in clause (i) of the Independent Arbiter shall be allocated to Purchaser and Sellers in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each of Purchaser and Sellers (as determined by the Independent Arbiter) bears to the total amount of the disputed items.this Section 11.05

For U. S. federal (income tax purposes and where applicable, applicable state and local) income Tax local tax purposes, the parties agree to allocate Buyer will treat the Merger as a purchase of the Company’s assets and the Company Members will treat the Merger as a sale of their interests in the Company as described in Situation 2 of Revenue Ruling 99-6, and no Party shall take a position inconsistent with such treatment on any Tax Return, unless required by applicable law. In accordance with such tax treatment, within sixty (60) days after the determination of the Final Purchase Price, Buyer shall deliver to the Assumed Liabilities, and Holder Representative a schedule (the “Preliminary Allocation Schedule”) allocating the Final Purchase Price (which for this purpose shall be deemed to include any other amounts treated as consideration liabilities properly taken into account pursuant to any Seller in respect Section 1001 of the Acquired Assets pursuant to this Agreement for U.S. federal (and where applicable, state and local) income Tax purposes (collectively, the “Tax Consideration”Code) among the Acquired Assets direct and indirect assets of the Company. The Preliminary Allocation Schedule shall be prepared in accordance with Section 1060 of the Tax CodeCode and the Treasury Regulations thereunder. If, pursuant to the following procedures. No later than ninety within sixty (9060) days following the Closing Date, Purchaser shall provide Sellers with a proposed allocation receipt of the Tax Consideration among Preliminary Allocation Schedule, the Acquired Assets (Holder Representative does not notify Buyer in writing of its disagreement with the “Proposed Allocation”)Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. Sellers may object to the Proposed Allocation by delivering to PurchaserIf, within thirty such sixty (3060) days of receipt by Sellers of the Proposed Allocation, notice of objection to the Proposed Allocation (an “Allocation Objection Notice”), which shall specify in reasonable detail the basis for such objection. If Sellers fail to deliver an Allocation Objection Notice to Purchaser prior to the expiration of such thirty (30)-day day period, the Proposed Holder Representative so notifies Buyer, the Holder Representative and Buyer shall use good faith efforts to resolve such disagreement, and if such disagreements are resolved then the agreed upon Preliminary Allocation Schedule shall be final and binding. If such a disagreement is unable to be resolved, then the Preliminary Allocation Schedule shall be determined by an Independent Accountant in accordance with the procedure set forth in Section 2.4(c) and shall become finalfinal and binding, and any costs and expenses incurred in connection therewith shall be borne by the Buyer and the Holder Representative as described in Section 2.4(c). The Preliminary Allocation Schedule, upon becoming final and binding and conclusive upon Sellers and Purchaser (in accordance with the foregoing, shall constitute the “AllocationFinal Allocation Schedule”). If Sellers timely deliver an Neither the Parties nor any of their Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Objection Notice, then Purchaser Schedule. The Final Allocation Schedule shall be amended as mutually agreed upon by Buyer and Sellers shall negotiate Holder Representative acting in good faith to resolve the disputed items. If Purchaser and Sellers are able to reach agreement on the disputed items within thirty (30) days after the Allocation Objection Notice has been received by Purchaser, the Proposed Allocation, upon payment or receipt of any amount hereunder that is treated as modified to reflect such agreement between Purchaser and Sellers, shall be the Allocation. If Purchaser and Sellers are unable to reach such an agreement within thirty (30) days after the Allocation Objection Notice has been received by Purchaser, all unresolved disputed items shall be promptly referred to a mutually agreed, nationally recognized accounting firm (the “Independent Arbiter”). The Independent Arbiter shall be directed to render a written report on the unresolved disputed items with respect adjustment to the allocation Final Purchase Price for U.S. federal income tax purposes using a method that consistent with the determination of the Tax Consideration as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Arbiter, and to resolve only those unresolved disputed items set forth in the Final Allocation Objection Notice. For the avoidance of doubt, the Independent Arbiter’s resolution of the disputed items shall be within the ranges proposed by Purchaser and Sellers that are in dispute. If unresolved disputed items are submitted to the Independent Arbiter, Purchaser and Sellers shall each furnish to the Independent Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Arbiter may reasonably request. The resolution of the disputed items by the Independent Arbiter shall be final, binding and conclusive upon Purchaser and Sellers. The Proposed Allocation, as modified to reflect (x) any agreement as to any disputed items between Purchaser and Sellers and (y) the resolution of the remaining disputed items by the Independent Arbiter, shall be the Allocation. All fees and expenses of the Independent Arbiter shall be allocated to Purchaser and Sellers in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each of Purchaser and Sellers (as determined by the Independent Arbiter) bears to the total amount of the disputed itemsSchedule.

For U. S. federal Income Tax purposes (and where applicable, applicable state and local) income local Income Tax purposes), the parties agree to hereto intend that the Buyer’s acquisition of the Interests will be treated as a taxable acquisition of the assets of the Company Group in a transaction governed by Section 1001 of the Code. The parties shall allocate the Purchase Price, the Assumed Liabilities, any assumed liabilities and any other amounts treated as consideration to any Seller in respect of the Acquired Assets pursuant to this Agreement for U.S. federal (and where applicable, state and local) income Income Tax purposes (collectively, the “Tax Consideration”) among the Acquired Assets members of the Company Group and their assets in accordance with the rules under Section 1060 of the Tax Code, pursuant to Code and the following procedures. No later than ninety (90) days following the Closing Date, Purchaser shall provide Sellers with a proposed allocation of the Tax Consideration among the Acquired Assets (the “Proposed Allocation”). Sellers may object to the Proposed Allocation by delivering to Purchaser, within thirty (30) days of receipt by Sellers of the Proposed Allocation, notice of objection to the Proposed Allocation (an “Allocation Objection Notice”), which shall specify in reasonable detail the basis for such objection. If Sellers fail to deliver an Allocation Objection Notice to Purchaser prior to the expiration of such thirty (30)-day period, the Proposed Allocation shall become final, binding and conclusive upon Sellers and Purchaser Treasury Regulations promulgated thereunder (the “Allocation”). Within sixty (60) calendar days following the Closing Date, Buyer shall prepare and deliver to the Sellers an initial draft of the Allocation. The Sellers shall have sixty (60) calendar days to provide Buyer with a statement of any reasonably disputed items with respect to such Allocation. If within the sixty (60) days after the Sellers’ receipt of the draft Allocation the Sellers timely deliver an have not reasonably objected in writing to such Allocation, the Allocation Objection Noticeshall become final. In the event that the Sellers reasonably object in writing within such 60-day period, then Purchaser and Sellers the parties hereto shall negotiate in good faith to resolve the disputed itemsdispute. If Purchaser and Sellers are able to reach agreement on the disputed items are not resolved by Sellers and Buyer within thirty (30) calendar days after following the Allocation Objection Notice has been received by PurchaserSellers’ submission of its statement of disputed items, the Proposed Allocation, as modified to reflect such agreement between Purchaser and Sellers, matter shall be submitted to the Allocation. If Purchaser and Sellers are unable to reach such an agreement Independent Accountants, which shall be directed to, within thirty (30) calendar days after the Allocation Objection Notice has been received by Purchasersuch submission, all unresolved disputed items shall be promptly referred to a mutually agreed, nationally recognized accounting firm (the “Independent Arbiter”). The Independent Arbiter shall be directed to render a written report on the unresolved disputed items decision with respect to the allocation of the Tax Consideration as promptly as practicable, but all matters in no event more than thirty (30) days after such submission to the Independent Arbiterdispute, and to resolve only those unresolved disputed items set forth in the Allocation Objection Notice. For the avoidance of doubt, the Independent Arbiter’s resolution of the disputed items shall be within the ranges proposed by Purchaser and Sellers that are in dispute. If unresolved disputed items are submitted to the Independent Arbiter, Purchaser and Sellers shall each furnish to the Independent Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Arbiter may reasonably request. The resolution of the disputed items by the Independent Arbiter decision shall be final, binding and conclusive upon Purchaser and Sellerson the parties hereto. The Proposed Allocation, as modified to reflect (x) any agreement as to any disputed items between Purchaser and Sellers and (y) the resolution of the remaining disputed items by the Independent Arbiter, shall be the Allocation. All fees and expenses disbursements of the Independent Arbiter Accountants shall be allocated shared equally by the Sellers, on one hand, and Buyer, on the other hand. The Sellers and Buyer shall (and shall cause their Affiliates to) report consistently with the Allocation on all Tax Returns, and neither the Sellers nor Buyer shall (or shall permit their Affiliates to) take any position on any Tax Return that is inconsistent with the Allocation, unless required pursuant to Purchaser and Sellers a final “determination” as defined in the same proportion that the aggregate amount Section 1313 of the items unsuccessfully disputed or defended, as the case may be, by each of Purchaser Code. The Sellers and Sellers (as determined by the Independent Arbiter) bears Buyer shall make appropriate adjustments to the total amount of Allocation to reflect the disputed itemsFinal Purchase Price.