Common use of Valuation Statement Clause in Contracts

Valuation Statement. (a) By Closing, ▇▇▇▇▇ ▇▇▇▇▇▇ shall have determined the BH Capital Expenditure Reimbursement Amount in good faith and after consultation with Partner. By Closing, ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver to Partner a statement (the “Canadian Valuation Statement”) setting forth the aggregate fair market value of the ▇▇▇▇▇ ▇▇▇▇▇▇ Canadian Transferred Assets. As soon as practicable after the Closing, (i) ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver a statement (the “BH Valuation Statement”) to Partner setting forth the fair market value and adjusted tax basis (as of immediately after the Closing) of each of the ▇▇▇▇▇ ▇▇▇▇▇▇ Transferred Assets and the allocation of the Tax Consideration among the ▇▇▇▇▇ ▇▇▇▇▇▇ Canadian Transferred Assets and (ii) Partner shall deliver a statement (the “Partner Valuation Statement” and together with the Canadian Valuation Statement and the BH Valuation Statement, the “Valuation Statements”) to ▇▇▇▇▇ ▇▇▇▇▇▇ setting forth the fair market value and adjusted tax basis (as of immediately after the Closing) of each of the Partner Contributed Assets, in each case, in a manner that is consistent with the transactions contemplated hereby, and with the principles of Sections 704(c), 707, 755 and 1060 of the Code to the extent necessary (and in sufficient detail) to comply with such Code provisions and the Treasury Regulations promulgated thereunder. If within twenty (20) days after the delivery of a Valuation Statement, the non-delivering party notifies the delivering party in writing that it objects to such Valuation Statement, Partner and ▇▇▇▇▇ ▇▇▇▇▇▇ shall use commercially reasonable efforts to resolve such dispute within 20 days of such notice from the non-delivering party. In the event that Partner and ▇▇▇▇▇ ▇▇▇▇▇▇ are unable to resolve such dispute within twenty (20) days, Partner and ▇▇▇▇▇ ▇▇▇▇▇▇ shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the relevant Valuation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Partner and ▇▇▇▇▇ ▇▇▇▇▇▇. (b) ▇▇▇▇▇ ▇▇▇▇▇▇, Partner, Investor JV and the Company each agree to be bound by the Valuation Statements and act in accordance with the Valuation Statements in the preparation, filing and audit of any Tax Return (including, if applicable, filing Form 8594 with its U.S. federal income Tax Return for the taxable year that includes the Closing Date). (c) No later than 30 days prior to the filing of their respective Forms 8594 relating to the BH Canadian Asset Purchase, BHCC and the Company shall deliver to the other party a copy of its Form 8594.