Common use of Tax Allocation Clause in Contracts

Tax Allocation. Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law.

Tax Allocation. Sellers All amounts constituting consideration within the meaning of, and Buyer shall allocate that portion of for the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with purposes of, Section 1060 of the Code, Code and such allocation the regulations thereunder shall be allocated among the Acquired Assets and any other assets or rights acquired by Buyer hereunder in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. No later than ninety (90) calendar days after Buyer and the Sellers reach final agreement on the Final Closing Date Statement, Buyer shall provide Holder with a proposed schedule (the “Allocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties Parties fifteen (15) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer, specifying the basis for all Tax purposes. Sellers its objection and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such preparing an alternative allocation. In additionIf Holder does object, but subject Buyer and Holder shall in good faith attempt to resolve the foregoing, Sellers and dispute within fifteen (15) calendar days of receipt by Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and of written notice of Holder’s objection. Any such allocation resolution shall be final and binding on the parties for all Tax PurposesParties. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all Any unresolved disputed items disputes shall be promptly referred submitted to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth an independent accounting firm selected in the objection notice. If unresolved disputed items are submitted to the Independent Accountantmanner described in Section 3.3(a) for determination, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute which determination shall be final and binding on the parties heretoParties. The Buyer and Holder will each pay one-half of the fees and expenses of the Independent Accountant independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be borne by Sellersreasonably requested. Each of the Parties agrees to (a) prepare and timely file all Tax Returns, on including IRS Form 8594 (and all supplements thereto) in a manner consistent with the one handAllocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The Parties will revise the Allocation Schedule to the extent necessary to reflect any subsequent adjustments to the Purchase Price, including those in respect of payments made under Article XV hereof. In the case of any such payment, Buyer shall propose a revised Allocation Schedule, and Buyerthe Parties shall follow the procedures described above with respect to review, on the other hand, dispute and resolution in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any respect of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Lawrevision.

Tax Allocation. If a Section 338(h)(10) Election is made, Sellers and US Buyer shall allocate agree that portion of the Aggregate Purchase Price amount allocated to Mission LiveArea US under Section 2.02 shall be allocated among the assets of LiveArea US and liabilities of Mission the restrictive covenants set forth in Section 5.08 for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). The Allocation Schedule shall be prepared by US Buyer in accordance with Section 1060 of the Code, the Treasury Regulations and such allocation shall be binding Treasury Regulation Section 1.338-6 thereunder (and any similar provision of state, local, or foreign Law, as appropriate), and the methodology set forth on the parties for all Tax purposesSchedule 6.05(b) attached hereto. Sellers and US Buyer shall allocate a portion deliver the Allocation Schedule within 60 days following the final determination of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationClosing Working Capital. If Parent notifies US Buyer in writing that Parent objects to such allocationone or more items reflected in the Allocation Schedule (the “Allocation Schedule Dispute Notice”), the parties Parent and US Buyer shall negotiate in good faith to resolve the disputed items. If such dispute; provided, however, that if Parent and US Buyer and Sellers are unable to reach agreement resolve any dispute with respect to the Allocation Schedule within thirty (30) 60 days after following Parent’s delivery of the Allocation Schedule Dispute Notice, such objection has been given, all unresolved disputed items dispute shall be promptly referred to resolved by the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne shared equally by SellersParent, on the one hand, and by US Buyer, on the other hand. Buyers, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between LiveArea Companies and Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their all Tax Returns consistently (including amended returns and claims for refund) and information reports in a manner consistent with such allocations. Each party hereto shall not take, the Allocation Schedule and shall not permit take any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax Governmental Authority that is inconsistent with such allocation unless required the Allocation Schedule. Any adjustments to do so by Lawthe Purchase Price pursuant to Section 2.04 herein shall be allocated in a manner consistent with the Allocation Schedule.

Tax Allocation. Sellers and Buyer shall allocate that portion of the Aggregate The Purchase Price shall be allocated to Mission US among the assets and liabilities of Mission US the Purchased LLC Entities in accordance with Section 1060 of the Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement Code and the aggregate purchase price under Treasury Regulations thereunder and consistent with the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items methodology set forth in at Exhibit F (the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review“Allocation”). The resolution of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations the total amount of the Purchase Price to be allocated to the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and to the assets of Alere Women’s and Children’s Health, LLC, will be established in the Valuation Range and, consistent with the Valuation Range, that they will use reasonable best efforts to agree on an allocation of the applicable portion of the Purchase Price by arms' length negotiation between Sellers the Closing Date to each of (i) the total amount of the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and Buyer(ii) Alere Women’s and Children’s Health, LLC. Seller shall deliver a draft of the Allocation to the Buyer no later than ninety (90) days after the Closing Date. Buyer shall notify Seller in writing within ten (10) days of receiving the draft Allocation that Buyer disagrees with respect to such Allocation, with specificity, in which case the parties shall resolve such dispute in accordance with Section 6.4. In the event that Buyer does not notify Seller in accordance with the preceding sentence, Buyer will be deemed to accept such Allocation. The Allocation will be amended to reflect any adjustment to the Purchase Price, as applicable, in accordance with the procedures set forth in this Section 6.11. Each of the parties shall, and shall cause their respective Affiliates shall report, act and file Tax Returns (including, but not limited to, file their Tax Returns consistently with such allocations. Each party hereto shall not takeIRS Form 8594), in all respects and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged for all purposes consistent with the collection of allocation pursuant to this Section 6.11 (including any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required adjustments thereto subsequently made by Buyer and Seller pursuant to do so by Lawthis Section 6.11).

Tax Allocation. Sellers and Within thirty (30) days following the Closing, Buyer shall allocate that portion prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Aggregate Base Purchase Price allocated as adjusted pursuant to Mission US among the assets and liabilities of Mission US Section 3.3, prepared in accordance with Section 1060 of the CodeCode and the Treasury Regulations issued thereunder (and any similar provision of state, and local or foreign law, as appropriate) (each such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate allocation, a portion of the Aggregate “Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocationAllocation”). In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty Within ten (6010) days after Closingthe receipt of such draft Purchase Price Allocation, Seller will propose to Xxxxx in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Sellers shall prepare Purchase Price Allocation). In the event of objections or proposed changes, Xxxxx and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate Seller will attempt in good faith to resolve any differences between them with respect to the disputed itemsPurchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Xxxxx’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer Xxxxx and Sellers Xxxxxx are unable to reach agreement resolve such differences within thirty such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Xxxxx and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (3010) days after such objection has been givensubmission to it of the dispute(s), all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to independent accounting firm will determine those matters in dispute and will render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement matters and the presentations by Buyerresulting allocation, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute which report shall be final conclusive and binding on upon the parties heretoParties. The fees and expenses of the Independent Accountant independent accounting firm in respect of such report shall be borne paid one-half by SellersXxxxx and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shallPurchase Price Allocation so finalized, and shall cause their respective Affiliates to, file their take no position for Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is purposes inconsistent with such allocation therewith unless required to do so by Lawapplicable law. Xxxxx and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5.