Common use of Purchase Price Allocation Clause in Contracts

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. Seller and Buyer agree that they shall allocate The sum of the Purchase Price (including any fixed and the assumed liabilities included in Seller’s amount realized for federal income tax purposes) shall be allocated among the Properties for tax purposes assets of the Company as of the Closing Date in a manner consistent accordance with Exhibit H and Section 1060 of the Code and the Treasury Regulations promulgated thereunderCode. Such Purchase Price allocation shall be agreed upon and memorialized in a schedule (the “Purchase Price Allocation”) no Not later than sixty (60) days after the Closing Date, at which time each Seller shall prepare and deliver to Purchasers copies of Seller and Buyer shall complete an IRS Form 8594 and any required exhibits thereto (the “Asset Allocation Statement”) allocating the Purchase Price and the assumed liabilities among the assets of the Company as of the Closing Date consistent with the allocations set forth on Exhibit H and 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) section 1060 of the Code. The Purchase Price Allocation may be revised (Seller shall prepare and IRS Form 8594 may be amended), deliver to Purchasers from time to time, by a mutual written consent time revised copies of Seller and Buyer, the Asset Allocation Statement (the “Revised Asset Allocation Statement”) so as to reflect report any matters on the Asset Allocation Statement that need updating (including as a result of Purchase Price adjustments, if any). The Purchase Price paid by Purchasers for the assets of the Company shall be allocated in accordance with the Asset Allocation Statement or, if applicable, the last Revised Asset Allocation Statement provided by Seller to Purchasers, and all Tax Returns filed by or with respect to Seller and Purchasers shall be prepared consistently with such allocation.

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) Price, as adjusted hereunder, among the Properties for tax purposes in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder based upon the fair market value of the Properties. Such The Purchase Price allocation shall be agreed upon and memorialized in a schedule within thirty (the “Purchase Price Allocation”30) no later than days after the Closing Date, at which time each of Seller and Buyer shall complete an IRS Form 8594 allocating the . The Purchase Price in accordance allocation shall be consistent with the Purchase Price Allocationallocation set forth on Schedule II. 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 allocation agreed upon under this Section 2(c) 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 such 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 allocation may be revised (and IRS Form 8594 may be amended)revised, 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). The Parties agree that the value of the Parent Shares, for federal tax purposes, shall be the average of the high and low trading prices of the Parent Common Stock on the NYSE Amex on the Closing Date.

Purchase Price Allocation. Buyer and Seller shall use Reasonable Efforts to agree on the amount and Buyer agree that they shall allocate appropriate allocation of the Purchase Price (including any fixed liabilities included in Seller’s amount realized for federal income tax purposes) Tax Consideration among the Properties Xxxxx-Xxxxx assets prior to the Closing Date, it being understood and agreed that inventory will be valued at cost, accounts receivable will be valued at book basis less existing allowances for tax purposes in a manner consistent with doubtful accounts, and fixed assets will be valued no higher than original cost, unless otherwise required by Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Such Purchase Price Buyer and Seller agree to cooperate in good faith to mutually agree to such allocation and shall be reduce such agreement to writing (as agreed upon and memorialized in a schedule (upon, the “Purchase Price Allocation”) no later than the Closing Date, at which time ). Buyer and Seller covenant that they will each of Seller file any forms and Buyer shall complete an statements required under U.S. federal or state income Tax laws (including IRS Form 8594 allocating 8594) with their respective 2011 income Tax Returns to report the Purchase Price Allocation in accordance with the instructions on the forms. The Purchase Price Allocation shall be revised to take into account subsequent adjustments to the Tax Consideration in the manner provided by Section 1060 of the Code and the Treasury Regulations thereunder. Buyer and Seller shall not file any Tax Return or otherwise take any position with respect to Taxes which is inconsistent with such Purchase Price Allocation. Seller and Buyer agree , except as required pursuant 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)(11313(a) 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. Seller and Buyer agree that they shall allocate the (a) The Purchase Price (including any fixed liabilities included in Seller’s amount realized for federal income tax purposes) shall be allocated among the Properties for tax purposes Purchased Assets in a manner consistent accordance with the applicable provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Such Purchase Price parties, therefore, agree that the fair market value of the Purchased Assets and the Assumed Liabilities (or groups of such assets) is set forth in Exhibit K, as such allocation shall be agreed upon adjusted by the mutual, reasonable agreement of the parties within thirty (30) calendar days after the Closing Date to ensure the accurate recording of liabilities and memorialized based on any changes in a schedule the respective asset and liability balances set forth in the Reference Date Statement of Net Assets as compared to those respective asset and liability balances set forth in the Closing Date Balance Sheet (the “Purchase Price Allocation”) no later than the Closing Date), at which time Purchase Price Allocation shall be binding upon each of Seller ADP and Buyer Purchaser for all purposes, including financial accounting and Tax purposes. ADP and Purchaser 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 Tax Returns and tax returns (including IRS Form 8594 report the federal, state, municipal, local and any amended tax returns or claims for refund) other Tax consequences of the purchase and sale hereunder 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, not take any position inconsistent therewith in connection with the Purchase Price Allocation on any tax return Tax Return, Claim 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 (parties shall each execute and timely file an IRS Form 8594 consistent with such Purchase Price Allocation, after exchanging mutually acceptable drafts of such form (and any equivalent state, local or foreign Tax forms). Notwithstanding the foregoing, Purchaser’s cost of the Purchased Assets may be amended), from time differ to time, by a mutual written consent of Seller and Buyer, so as the extent necessary to reflect any matters that need updating (including Purchase Price adjustments, if any)Purchaser’s capitalized acquisition costs and adjustments for the Purchased Assets.

Purchase Price Allocation. Seller and Buyer agree that they shall allocate the Purchase Price Within thirty (including any fixed liabilities included in Seller’s amount realized for federal income tax purposes30) among the Properties for tax purposes in a manner consistent with Section 1060 days of the Code and determination of the Treasury Regulations promulgated thereunder. Such Purchase Price allocation Final Consideration pursuant to Section 2.05, Seller shall be agreed upon and memorialized in provide the Purchaser Representative with a schedule statement that allocates (the “Purchase Price Allocation”) no later than the Closing Date, at which time each Final Consideration (any other amounts required to be taken into account for U.S. federal income tax purposes) among the appropriate assets of Seller and Buyer shall complete an IRS Form 8594 allocating the Purchase Price in accordance with the applicable Law. The Purchaser Representative shall have the right to raise reasonable objections to any portion of the initial Purchase Price Allocation within thirty (30) days after its receipt thereof from Seller by delivering written notice to Seller setting forth in reasonable detail its objections to the initial Purchase Price Allocation and the reasons therefor. Unless the Purchaser Representative raises objections in accordance with the preceding sentence, the Purchaser Representative shall be deemed to have agreed to the initial Purchase Price Allocation as prepared by Seller. The Purchaser Representative and Seller shall attempt to resolve any objections raised by the Purchaser Representative within such thirty (30)-day period. To the extent the Parties agree on the Purchase Price Allocation. Seller , the Parties shall prepare and Buyer agree to file all information reports and tax returns (including IRS Form 8594 and any amended tax returns or claims for refund) Tax Returns in a manner consistent with the Purchase Price Allocation and neither Seller nor Buyer shall takenot take any position on any ‎Tax Return or in the course of any Tax ‎audit, review, litigation, or shall permit any of their respective affiliates to take, any position other proceeding inconsistent with the Purchase Price Allocation on any tax return or otherwiseAllocation, unless otherwise required to do so by applicable law or a ‎a final “determination”, ” within the meaning of Section 1313(a)(1) 1313 of the Code. The Code (or any similar or corresponding provision of state, local, or non-U.S. Law) or a revised Purchase Price Allocation may be revised (and IRS Form 8594 may be amended), from time to time, as mutually agreed by a mutual written consent of Seller and Buyer, so as to reflect any matters that need updating (including Purchase Price adjustments, if any)the Parties.

Purchase Price Allocation. Seller and Buyer agree that they Purchaser shall allocate the Adjusted Purchase Price (including any fixed liabilities included in Seller’s amount realized for federal income tax purposes) among the Properties for tax purposes among the Acquired Assets in a manner consistent accordance with an allocation statement (the “Allocation Statement”), which shall be agreed to by the Purchaser and Seller as soon as reasonably possible after the Closing Date, and which the parties acknowledge will be in accordance with Section 1060 of the Code Code. Seller and the Treasury Regulations promulgated thereunder. Such Purchaser shall each prepare and file on a timely basis Internal Revenue Service Form 8594, setting forth an allocation of such Purchase Price allocation shall be agreed upon and memorialized in a schedule (among 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 Acquired Assets in accordance with the Purchase Price AllocationAllocation Statement. Seller and Buyer agree Not less than ten (10) days prior 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 filing of their respective affiliates forms 8594 relating to takethis transaction, any position inconsistent each party shall deliver to the other party a copy of its Form 8594. Purchaser and Seller further agree to report this transaction for federal income Tax purposes in accordance with the Allocation Statement and both Purchaser and Seller agree to act in accordance with such Allocation Statement in the course of any Tax audit, Tax review or Tax litigation. If Seller and Purchaser are unable to agree on such allocation of the Adjusted Purchase Price Allocation on any tax return or otherwiseamong the Acquired Assets, unless required Seller and Purchaser shall elect an independent appraisal firm to do so by applicable law or a “determination”, within the meaning of Section 1313(a)(1) of the Codedetermine such allocations. The Purchase Price Allocation may conclusions of such appraisal firm shall be revised (conclusive and IRS Form 8594 may binding. The fees and expenses of such appraisal firm shall be amended), from time to time, shared equally by a mutual written consent of Seller and Buyer, so as to reflect any matters that need updating (including Purchase Price adjustments, if any)Purchaser. SECTION 5.19.

Purchase Price Allocation. Seller and Buyer agree that they shall allocate the (a) The Purchase Price (including and any fixed liabilities included in Seller’s amount realized other amounts treated as additional consideration for federal income tax purposes) Tax purposes shall be allocated among the Properties for tax purposes Acquired Companies in a manner consistent accordance 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 statement provided by Buyer to Sellers Representative within 90 days after Closing (the “Purchase Price Allocation”). (b) no later than With respect to the Closing DateAcquired Companies, at which time each Sellers shall prepare and deliver copies 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 refundrequired exhibits thereto consistent with the Asset Allocation (the “Asset Acquisition Statements”). Buyer shall prepare and deliver to Sellers from time to time revised copies of the Asset Acquisition Statements (the “Revised Statements”) in a manner to report any matters set forth on the Asset Acquisition Statements requiring an update (including adjustments to the Purchase Price, if any) consistent with the Purchase Price Allocation and neither Seller nor Buyer Asset Acquisition Statements or the then-applicable Revised Statements. The total consideration for the Equity shall takebe allocated in accordance with the Purchase Price Allocation and the Asset Acquisition Statements, or the then-applicable Revised Statements, provided by Sellers to Buyer, and all Tax Returns and reports filed by Buyer and Sellers shall be prepared consistently with such allocations. Neither Buyer nor Sellers shall, nor shall they permit any of their respective affiliates to takeAffiliates to, take any position inconsistent with the Purchase Price Allocation on any tax return Allocation, Asset Acquisition Statements or otherwise, the then- applicable Revised Statements unless otherwise 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)Law.

Purchase Price Allocation. Seller Not later than fifteen (15) days prior to the Closing Date, Buyer shall prepare and Buyer agree that they shall allocate the Purchase Price (including any fixed liabilities included in Seller’s amount realized deliver to Sellers for federal income tax purposes) among the Properties for tax purposes in a manner consistent with Section 1060 of the Code their review and the Treasury Regulations promulgated thereunder. Such Purchase Price allocation shall be agreed upon and memorialized in consideration a schedule (the “Purchase Price AllocationAllocation Schedule”) no later than the Closing Date, at which time each of Seller and Buyer shall complete an IRS Form 8594 allocating the Purchase Price among the various assets comprising the Property in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. If Sellers disagree with or raise objections to the Allocation Schedule, Buyer and Sellers will negotiate in good faith to resolve such objections. If the Parties are able to agree upon the allocation of the Purchase Price Allocation. Seller Price, Buyer and Buyer agree to Sellers shall report and file all information reports and tax returns (including IRS Form 8594 and any amended tax returns or and claims for refund) in a manner consistent with such mutually agreed Purchase Price allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Buyer and Sellers shall file or cause to be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. If, on the other hand, the Parties are unable mutually to agree upon the manner in which the Purchase Price Allocation should be allocated, Buyer and neither Seller nor Buyer Sellers shall take, or shall permit any be free to make their own respective allocations of their respective affiliates to take, any position inconsistent with the Purchase Price Allocation on for tax purposes. Notwithstanding any tax return or otherwiseother provisions of this Agreement, unless required to do so by applicable law or a “determination”, within in the meaning of Section 1313(a)(1) event the Parties mutually agree upon the allocation of the Code. The Purchase Price Allocation may be revised (and IRS Form 8594 may be amended)Price, from time to time, by a mutual written consent the provisions of Seller and Buyer, so as to reflect any matters that need updating (including Purchase Price adjustments, if any)this Section 2.3 shall survive the Closing.

Purchase Price Allocation. Within 90 calendar days after the Closing Date, or on such other date as Seller and Buyer Purchaser may mutually agree that they in writing, Seller and Purchaser shall allocate agree upon the Purchase Price allocation of the Total Consideration (including any fixed liabilities included as defined below) in Seller’s amount realized for federal income tax purposes) among the Properties for tax purposes in a manner consistent accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. Such Purchase Price allocation in accordance with any applicable Tax laws, and, in accordance with such allocation, Seller shall be agreed upon prepare and memorialized in a schedule deliver to Purchaser copies of Form 8594 and any required exhibits thereto along with any other forms or filings required by any Taxing Authority (the “Purchase Price AllocationAsset Acquisition Statement”). Purchaser shall prepare and deliver to Seller from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements”) no later than so as to report any matters on the Closing Date, at which time each of Seller and Buyer Asset Acquisition Statement that need updating consistent with the agreed upon allocation. The Total Consideration for the Assets shall complete an IRS Form 8594 allocating the Purchase Price be allocated in accordance with the Purchase Price AllocationAsset Acquisition Statement or, if applicable, the last Revised Statement, and all income Tax Returns and reports filed by Purchaser and Seller shall be prepared consistently with such allocation. Neither Purchaser nor 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 shall, nor Buyer shall take, or shall they permit any of their respective affiliates to takeAffiliates to, take any position inconsistent with the Purchase Price Allocation on any tax return Asset Acquisition Statement or otherwise, unless required to do so by the then-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)Revised Statement.

Purchase Price Allocation. Seller and Buyer agree that they shall allocate An amount equal to the Purchase Price plus the Assumed Liabilities shall be allocated among the Purchased Assets (including any fixed liabilities included the Mediatex Securities) and the Non-Competition Agreement in Seller’s amount realized for federal income tax purposes) among accordance with Schedule 2.11. The allocation set forth in such schedule is intended to comply with the Properties for tax purposes requirements of Section 1060 of the Code. Buyer and Seller shall use commercially reasonable efforts to update such Schedule in a manner consistent accordance 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 following any adjustment to the Purchase Price in accordance pursuant to this Agreement. Buyer and Seller shall, and shall cause their Affiliates to, report consistently with the Purchase Price Allocation. Seller and Buyer agree to file such Schedule, as adjusted, on all information reports and tax returns (Tax Returns, including IRS Form 8594 8594, which Buyer and any amended tax returns or claims for refund) in a manner consistent Seller shall timely file with the Purchase Price Allocation IRS, and neither Seller nor Buyer shall taketake any position on any Tax Return that is inconsistent with such Schedule, as adjusted, unless otherwise required by applicable Legal Requirements; provided, however, that (a) Buyer’s cost for the Purchased Assets may differ from the total amount allocated thereunder to reflect Buyer’s capitalized transaction costs so allocated and costs to fulfill the assumed prepaid subscription liability capitalized as goodwill after the Closing Date, (b) Seller’s amount realized on the sale of the Purchased Assets may differ from the total amount so allocated to reflect such Seller’s transaction costs that reduce the amount realized, and (c) no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim, or shall permit any of their respective affiliates to take, any position inconsistent similar proceedings in connection 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)such allocation.

Purchase Price Allocation. Within thirty (30) days of the Closing, Seller and Buyer agree that they shall allocate prepare a schedule setting forth a proposed tax allocation of the Purchase Price (including any fixed liabilities included in Seller’s amount realized for federal income tax purposesplus Assumed Liabilities) among to the Properties for tax purposes Purchased Assets in a manner consistent with Section 1060 of the Code and shall deliver such schedule to Buyer for its review and approval. Buyer and Seller agree to use all reasonable efforts to resolve any disagreements regarding such allocation as soon as practicable thereafter, but in no event later than thirty (30) days subsequent to the Treasury Regulations promulgated thereunderdate that Seller delivers such allocation. Such Purchase Price In the event that Buyer and Seller are able to agree upon such allocation shall be (such final, mutually agreed upon and memorialized in a schedule (the “Purchase Price Allocation”) no later than the Closing Date, at which time each allocation of Seller and Buyer shall complete an IRS Form 8594 allocating the Purchase Price in accordance with referred to herein as the Purchase Price “Allocation. ”), then (a) the Allocation shall be conclusive and binding upon Buyer and Seller for all purposes, (b) Buyer and Buyer Seller agree to file that all information returns and reports and tax returns (including IRS Form 8594 and any amended tax returns or claims for refund) all financial statements shall be prepared in a manner consistent with (and Buyer and Seller shall not otherwise file a tax return position inconsistent with) the Purchase Price Allocation unless required by the Internal Revenue Service (“IRS”) or any other applicable taxing authority, and neither (c) Buyer and Seller nor Buyer shall take, or shall permit any each prepare and file on a timely basis with the IRS substantially identical initial and supplemental IRS Forms 8594 “Asset Acquisition Statements Under Section 1060” consistent with the Allocation. Not later than ten (10) business days prior to the filing of their respective affiliates Forms 8594 relating to takethis transaction, any position inconsistent with each of Buyer and Seller shall deliver to the Purchase Price Allocation on any tax return or otherwise, unless required to do so by applicable law or other party a “determination”, within the meaning copy of Section 1313(a)(1) of the Code. The Purchase Price Allocation may be revised (and IRS its 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)8594.