Prior to Closing, the Seller shall provide to Buyer a proposed allocation of the Purchase Price plus liabilities deemed assumed (the Tax Purchase Price) for the sale of the Assets.
The Tax Purchase Price shall be allocated using principles that are consistent with the Internal Revenue Code of 1986, as amended.
The Tax Purchase Price shall be allocated among the assets of Barstow in accordance with the requirements of the Code (the "Allocation").
Sellers and Purchaser have agreed to allocate the Purchase Price to the Assets for tax purposes as set forth on Exhibit J hereto (the "Tax Purchase Price Allocation").
Within thirty (30) days of Closing, Seller and Buyer shall execute and deliver an agreement between them regarding allocation of Tax Purchase Price with respect to Assets subject to such Taxes, such allocation not to be inconsistent with the Tax Purchase Price allocation reflected on Schedule 1.6 hereto.