Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated All...
Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.
Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or aris...
Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as n...
Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”). If within thirty (30) days after Closing, Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation, identifying in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations shall be borne equally by Buyer and Seller.
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Purchase Price Allocation. Within sixty (60) days after the Closing Date, Buyer and Sellers will agree to a certificate of allocation detailing the allocation of the Purchase Price among the Purchased Assets. If required by applicable law, Buyer and Sellers will each file an Internal Revenue Service Form 8594 “Asset Acquisition Statement under Section 1060” at the times and in the manner as required by Treasury Regulation 1.1060-1 consistent with such certificate of allocation. The certificate of allocation will be conclusive and binding on the Parties for all purposes, including reporting and disclosure requirements under the Code and any foreign, state, or local Tax authority.
Purchase Price Allocation. The consideration (including the Assumed Liabilities) delivered by Purchaser to Seller pursuant to this Agreement shall be allocated among the Purchased Assets in accordance with the Purchase Price Allocation Methodology Schedule attached hereto as Annex B (the “Purchase Price Allocation Methodology Schedule”), which the Parties acknowledge and agree is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Within ninety (90) days following the Closing, Purchaser shall provide to Seller a draft allocation of the consideration (including the Assumed Liabilities), prepared in accordance with the Purchase Price Allocation Methodology Schedule. Seller shall have fifteen (15) days following receipt of such draft allocation to notify Purchaser of any disagreements or objections that Seller has to such draft allocation. If Seller does not provide such notice, Seller shall be deemed to have consented to such draft allocation. If Seller provides such notice, the Parties shall cooperate in good faith to resolve any disagreement or objection; provided that to the extent the Parties are not able to resolve any such disagreement or objection within seven (7) days, the Parties shall (i) submit such dispute to an independent accounting firm mutually agreeable to the Parties (the “Independent Accountant”), (ii) reasonably cooperate with the Independent Accountant with respect to its resolution of the draft allocation and (iii) and each bear one-half of any fees of the Independent Accountant. The Independent Accountant’s resolution of
Purchase Price Allocation. Seller and Buyer agree that they shall allocate the Purchase Price (including any fixed liabilities included in Seller’s amount realized for federal income tax purposes) among the Properties for tax purposes in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Such Purchase Price allocation shall be agreed upon and memorialized in a schedule (the “Purchase Price Allocation”) no later than the Closing Date, at which time each of Seller and Buyer shall complete an IRS Form 8594 allocating the Purchase Price in accordance with the Purchase Price Allocation. Seller and Buyer agree to file all information reports and tax returns (including IRS Form 8594 and any amended tax returns or claims for refund) in a manner consistent with the Purchase Price Allocation and neither Seller nor Buyer shall take, or shall permit any of their respective affiliates to take, any position inconsistent with the Purchase Price Allocation on any tax return or otherwise, unless required to do so by applicable law or a “determination”, within the meaning of Section 1313(a)(1) of the Code. The Purchase Price Allocation may be revised (and IRS Form 8594 may be amended), from time to time, by a mutual written consent of Seller and Buyer, so as to reflect any matters that need updating (including Purchase Price adjustments, if any).
Purchase Price Allocation. Buyer and Seller shall attempt to agree on the allocation of the Purchase Price during the Review Period. If the parties are unable to agree on an allocation, each party may assign its own allocation of the Purchase Price.
