Common use of Tax Treatment and Allocation of Purchase Price Clause in Contracts

Tax Treatment and Allocation of Purchase Price. The parties agree to treat the Transactions for U.S. federal income tax purposes as (i) a taxable sale by the Seller of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes) to the tax-regarded owner of the Purchaser in exchange for cash; and (ii) a contribution by the tax-regarded owner of the Purchaser of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (acquired pursuant to the foregoing clause) to the Purchaser in exchange for equity interests in the Purchaser, together with a contribution by Seller of the remaining Acquired Assets and remaining Assumed Liabilities to Purchaser in exchange for the Rollover Units, with such contributions collectively in formation of the Purchaser as a new tax partnership under Code Section 721. The Tax Allocation shall be binding on the parties and the parties agree to report, act and file Tax Returns for U.S. federal income tax purposes and all other Tax purposes consistent with such treatment, the Tax Allocation and this Agreement, and that none of them will take any position inconsistent therewith in any Tax Return, in any Tax refund claim, in any Tax litigation, submission to any taxing authority or otherwise, except pursuant to a final determination (within the meaning of Code Section 1313, or any analogous provision of applicable state, local or foreign law) by a taxing authority or pursuant to a good faith resolution of a proceeding or legal action by a Governmental Entity. If any Governmental Entity disputes the allocation contained in the final Tax Allocation, the party receiving notice thereof shall make commercially reasonable efforts to promptly notify and consult with the other parties concerning such dispute. The total amount of the Closing Purchase Price and the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes) shall be allocated among the assets of the Seller for Tax purposes in a manner consistent with the Tax Allocation. The parties agree that the Tax Allocation will be arrived at by arm’s length negotiation and in the judgment of the parties will properly reflect the fair market value of such assets. It is agreed that the allocations under this Section 1.8 will be binding on all parties for federal, state, local and other Tax purposes and will be consistently reflected by each party on such party’s Tax Returns. An election pursuant to Section 754 of the Code will be effected on any applicable Tax Returns filed on or after the Closing Date with respect to the Seller.

Tax Treatment and Allocation of Purchase Price. The parties agree Parties intend for the sale and purchase of the Company Interests hereunder to treat the Transactions be treated for U.S. federal income tax and applicable state income tax purposes as (i) a taxable sale by the Seller of 100% of the appropriate portion assets of the Acquired Assets and Companies. The Parties agree that the appropriate portion of the Assumed Liabilities (Purchase Price and any other amounts liabilities properly treated as taxable sales consideration for applicable income Tax purposes) to the tax-regarded owner of the Purchaser in exchange for cash; and (ii) a contribution by the tax-regarded owner of the Purchaser of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (acquired pursuant to the foregoing clause) to the Purchaser in exchange for equity interests in the Purchaser, together with a contribution by Seller of the remaining Acquired Assets and remaining Assumed Liabilities to Purchaser in exchange for the Rollover Units, with such contributions collectively in formation of the Purchaser as a new tax partnership under Code Section 721. The Tax Allocation shall be binding on the parties and the parties agree to report, act and file Tax Returns for U.S. federal income tax purposes and all other Tax purposes consistent with such treatmentcollectively, the Tax Allocation and this Agreement, and that none of them will take any position inconsistent therewith in any Tax Return, in any Tax refund claim, in any Tax litigation, submission to any taxing authority or otherwise, except pursuant to a final determination (within the meaning of Code Section 1313, or any analogous provision of applicable state, local or foreign law) by a taxing authority or pursuant to a good faith resolution of a proceeding or legal action by a Governmental Entity. If any Governmental Entity disputes the allocation contained in the final Tax Allocation, the party receiving notice thereof shall make commercially reasonable efforts to promptly notify and consult with the other parties concerning such dispute. The total amount of the Closing Purchase Price and the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes“Allocable Amount”) shall be allocated among the assets of the Seller Companies for U.S. federal and applicable state income Tax purposes at their respective fair market values in accordance with Section 1060 of the Internal Revenue Code, and the allocation methodology and principles set forth in Schedule 2.6 of the Company Disclosure Schedule (the “Allocation Methodology”). No later than thirty (30) days following the final determination of the Final Closing Balance Sheet and the Final Working Capital in accordance with Section 2.5(b), Purchaser shall provide Seller with a manner consistent with proposed allocation of the Tax AllocationAllocable Amount based on the Allocation Methodology, for Seller’s review and comment. Within thirty (30) days after Xxxxxx’s receipt of the proposed allocation of the Allocable Amount, Seller shall indicate its concurrence therewith, or propose to Purchaser any changes to the proposed allocation of the Allocable Amount. Seller’s failure to notify Purchaser of any objection to the proposed allocation of the Allocable Amount within thirty (30) days after receipt thereof shall constitute Seller’s concurrence therewith. The parties agree that the Tax Allocation will be arrived at by arm’s length negotiation and in the judgment of the parties will properly reflect the fair market value of such assets. It is agreed that the allocations under this Section 1.8 will be binding on all parties for federal, state, local and other Tax purposes and will be consistently reflected by each party on such party’s Tax Returns. An election pursuant Parties shall use commercially reasonable efforts to Section 754 of the Code will be effected on resolve any applicable Tax Returns filed on or after the Closing Date disputes with respect to such proposed allocation. The allocation of the SellerAllocable Amount as agreed upon by Purchaser and Seller shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Seller and Purchaser with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Internal Revenue Code. Each Party agrees not to take any position inconsistent with the agreed upon allocation of the Allocable Amount, including on any Tax Returns, unless required by a final determination as defined in Section 1313 of the Internal Revenue Code or with the consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Tax Treatment and Allocation of Purchase Price. The parties agree to treat the Transactions for U.S. federal income tax purposes as (i) a taxable sale by the Seller of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes) to the tax-regarded owner of the Purchaser in exchange for cash; and (ii) a contribution by the tax-regarded owner of the Purchaser of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (acquired pursuant to the foregoing clause) to the Purchaser in exchange for equity interests in the Purchaser, together with a contribution by Seller of the remaining Acquired Assets and remaining Assumed Liabilities to Purchaser in exchange for the Rollover Units, with such contributions collectively in formation of the Purchaser as a new tax partnership under Code Section 721. The Tax Allocation shall be binding on the parties and the parties agree to report, act and file Tax Returns for U.S. federal income tax purposes and all other Tax purposes consistent with such treatment, the Tax Allocation and this Agreement, and that none of them will take any position inconsistent therewith in any Tax Return, in any Tax refund claim, in any Tax litigation, submission to any taxing authority or otherwise, except pursuant to a final determination (within the meaning of Code Section 1313, or any analogous provision of applicable state, local or foreign law) by a taxing authority or pursuant to a good faith resolution of a proceeding or legal action by a Governmental Entity. If any Governmental Entity disputes the allocation contained in the final Tax Allocation, the party receiving notice thereof shall make commercially reasonable efforts to promptly notify and consult with the other parties concerning such dispute. The total amount of the Closing Purchase Price and the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes) shall be allocated among the assets of the Seller for Tax purposes in a manner consistent with the Tax Allocation. The parties agree that the Tax Allocation will be arrived at by arm’s length negotiation and in the judgment of the parties will properly reflect the fair market value of such assets. It is agreed that the allocations under this Section 1.8 will be binding on all parties for federal, state, local and other Tax purposes and will be consistently reflected by each party on such party’s Tax Returns. An election pursuant to Section 754 of the Code will be effected on any applicable Tax Returns filed on or after the Closing Date with respect to the Seller.

Tax Treatment and Allocation of Purchase Price. The parties agree to treat the Transactions for For U.S. federal income tax purposes as (i) a taxable purposes, the purchase and sale of the Company will be treated by the Seller parties hereto as a purchase and sale of all the assets of the appropriate portion Company and an assumption by the Buyer of the Acquired Assets liabilities of the Company, and the appropriate portion Sellers and Buyer agree to report the transactions contemplated hereby in such manner (the “Agreed Tax Treatment”). The Purchase Price and the liabilities of the Assumed Liabilities Company (and any other amounts treated as taxable sales amount of consideration for applicable income Tax purposes) to the tax-regarded owner purposes of Section 1060 of the Purchaser in exchange for cash; and (ii) a contribution by the tax-regarded owner of the Purchaser of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (acquired pursuant to the foregoing clause) to the Purchaser in exchange for equity interests in the PurchaserCode, together with a contribution by Seller of the remaining Acquired Assets and remaining Assumed Liabilities to Purchaser in exchange for the Rollover Units, with such contributions collectively in formation of the Purchaser as a new tax partnership under Code Section 721. The Tax Allocation shall be binding on the parties and the parties agree to report, act and file Tax Returns for U.S. federal income tax purposes and all other Tax purposes consistent with such treatment, the Tax Allocation and this Agreement, and that none of them will take including any position inconsistent therewith in any Tax Return, in any Tax refund claim, in any Tax litigation, submission to any taxing authority or otherwise, except pursuant to a final determination (within the meaning of Code Section 1313, or any analogous provision of applicable state, local or foreign law) by a taxing authority or pursuant to a good faith resolution of a proceeding or legal action by a Governmental Entity. If any Governmental Entity disputes the allocation contained in the final Tax Allocation, the party receiving notice thereof shall make commercially reasonable efforts to promptly notify and consult with the other parties concerning such dispute. The total amount of the Closing Purchase Price and the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposesadjustment thereto) shall be allocated among the assets of the Seller Company for Tax income tax purposes in a manner consistent accordance with the Tax Allocation. The parties agree that the Tax Allocation will be arrived at by arm’s length negotiation and in the judgment of the parties will properly reflect the fair market value of such assets. It is agreed that the allocations under this Section 1.8 will be binding on all parties for federal, state, local and other Tax purposes and will be consistently reflected by each party on such party’s Tax Returns. An election pursuant to Section 754 section 1060 of the Code will be effected on and the principles set forth in Annex D. Within thirty (30) days following the final determination of the Closing Statement, Buyer shall provide Sellers with a Tax allocation prepared consistent with Annex D (the “Allocation”). Sellers shall have a period of ten (10) Business Days to review the Allocation and to provide comments to Buyer. Buyer shall incorporate any reasonable comments received from Sellers in good faith and following the receipt of comments, if any, from Sellers, shall furnish to Sellers the final Allocation. In case of any adjustment to the Purchase Price (or any other item of consideration for United States federal income Tax purposes), requiring an amendment to the Allocation, Buyer shall amend the Allocation in accordance with the principles set forth in this Section 10.02(a) and provide such amended allocation to the Sellers (which, subject to Sellers’ review rights applicable to the original Allocation, shall become the Allocation). Buyer and Sellers shall cooperate with each other in the preparation and filing of IRS Form 8594 in connection with the Allocation. Neither Buyer nor Sellers, nor any of their respective Affiliates, shall take any position for income tax purposes (whether in audits, Tax Returns filed on or after otherwise) which is inconsistent with the Closing Date Agreed Tax Treatment or the Allocation unless required to do so by applicable Law. Buyer and Sellers shall promptly give the other notice of any disallowance of the Allocation and challenge to such reporting by any Governmental Body. Buyer and Sellers shall cooperate fully, as and to the extent reasonably requested by another party, in connection with any audit, litigation, or other proceeding with respect to the SellerAgreed Tax Treatment and the Allocation. Such cooperation shall be consistent with Section 10.02(c) and a party, upon the other party’s request and expense, shall provide the records and information that are reasonably relevant to any such audit, litigation, or other proceeding for the relevant time periods.

Tax Treatment and Allocation of Purchase Price. The parties agree to treat the Transactions for U.S. For federal income tax purposes as (i) a taxable purposes, the purchase and sale by the Seller of the appropriate portion Target Interests will be treated as a purchase and sale of all the assets of Target and an assumption by Buyer of the Acquired Assets liabilities of Target, and Seller and Buyer agree to report the appropriate portion of the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes) to the tax-regarded owner of the Purchaser Transactions in exchange for cash; and (ii) a contribution by the tax-regarded owner of the Purchaser of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (acquired pursuant to the foregoing clause) to the Purchaser in exchange for equity interests in the Purchaser, together with a contribution by Seller of the remaining Acquired Assets and remaining Assumed Liabilities to Purchaser in exchange for the Rollover Units, with such contributions collectively in formation of the Purchaser as a new tax partnership under Code Section 721manner. The Tax Allocation shall be binding on the parties and the parties agree to report, act and file Tax Returns for U.S. federal income tax purposes and all other Tax purposes consistent with such treatment, the Tax Allocation and this Agreement, and that none of them will take any position inconsistent therewith in any Tax Return, in any Tax refund claim, in any Tax litigation, submission to any taxing authority or otherwise, except pursuant to a final determination (within the meaning of Code Section 1313, or any analogous provision of applicable state, local or foreign law) by a taxing authority or pursuant to a good faith resolution of a proceeding or legal action by a Governmental Entity. If any Governmental Entity disputes the allocation contained in the final Tax Allocation, the party receiving notice thereof shall make commercially reasonable efforts to promptly notify and consult with the other parties concerning such dispute. The total amount of the Closing Purchase Price and the Assumed Liabilities (and any other amounts treated as taxable sales consideration for applicable income Tax purposes) liabilities of Target shall be allocated among the assets of the Seller for Tax income tax purposes in a manner consistent accordance with the Tax Allocation. The parties agree that the Tax Allocation will be arrived at by arm’s length negotiation and in the judgment of the parties will properly reflect the fair market value of such assets. It is agreed that the allocations under this Section 1.8 will be binding on all parties for federal, state, local and other Tax purposes and will be consistently reflected by each party on such party’s Tax Returns. An election pursuant to Section 754 section 1060 of the Code will be effected on and substantially as set forth in Exhibit I. Within thirty (30) days following the final determination of the Closing Statement, Buyer shall provide Seller with a Tax allocation prepared consistent with Exhibit I. Seller shall have a period of ten (10) Business Days to review such allocation and to provide comments to Buyer. Buyer shall incorporate any applicable reasonable comments received from Seller in good faith and following the receipt of comments, if any, from Seller, shall furnish to Seller the final allocation (the “Allocation”). Buyer and Seller shall cooperate with each other in the preparation and filing of IRS Form 8594 in connection with the Allocation. Neither Buyer nor Seller, nor any of their respective Affiliates, shall take any position for income tax purposes (whether in audits, Tax Returns filed on or after otherwise) which is inconsistent with the Closing Date Allocation unless required to do so by applicable Law. Buyer and Seller shall promptly give the other notice of any disallowance and challenge to such reporting by any Governmental Entity. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by another party, in connection with any audit, litigation, or other proceeding with respect to the SellerAllocation. Such cooperation shall be consistent with Section 5(b)(ii) and a Party, upon the other Party’s request, shall provide the records and information that are reasonably relevant to any such audit, litigation, or other proceeding for the relevant time periods.