Allocation of Final Purchase Price. Buyer and Seller agree that the Final Purchase Price shall be allocated among the Acquired Assets, in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted).
Allocation of Final Purchase Price. (a) Sellers and Purchaser shall allocate the Initial Purchase Price among the Companies as set forth on Schedule 2.5. Within 30 days following (i) the determination of the Working Capital Adjustment, or (ii) the making of an indemnification payment pursuant to Article IX or (iii) the making any payment pursuant to Section 2.6, Sellers and Purchaser shall revise the purchase price allocation to reflect such payments in accordance with the nature of each such adjustment.
Allocation of Final Purchase Price. The Final Purchase Price shall be allocated in accordance with Section 6.18.2.
Allocation of Final Purchase Price. (a) The Parties agree that for U.S. federal Income Tax, Buyer’s purchase of the Membership Interests shall be treated by Buyer and Seller as a purchase and sale of the Company’s assets subject to its liabilities, (b) Buyer and Seller shall cooperate to determine, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, the sales prices of the assets deemed sold and purchased hereunder. No later than Closing, Buyer and Seller shall agree on a preliminary determination of the sales prices, which shall be based on the Initial Purchase Price and the Company’s liabilities that the Parties expect will be included in the amount realized for United States federal Income Tax purposes on the deemed sale of the Company’s assets. Buyer shall propose (subject to Seller’s review and comment) the preliminary determination to Seller no later than five (5) Business Days before the Closing Date, and once agreed upon, the preliminary determination shall be attached to this Agreement as Schedule 2.6.
Allocation of Final Purchase Price. (a) The consideration for the Assets provided herein shall be allocated among the various categories of Assets for Tax purposes in accordance with U.S. Treasury Regulations Sections 1.1060-1(a)(1) and 1.338-6(b) pursuant to a schedule prepared in accordance with the provisions of Section 1.4(b) (as finalized pursuant to Section 1.4(b) and, to the extent applicable, Section 1.4(c), the "Allocation Schedule"). Buyer and Seller shall execute and file all federal, state, local and foreign Tax Returns in accordance with the Allocation Schedule (with appropriate changes, if necessary, in the case of Tax Returns other than United States federal Income Tax Returns) and shall not take any position with respect to Taxes before any Governmental Authority or in any judicial Proceeding that is inconsistent with such allocation, except as otherwise required pursuant to (i) Court Order (including for this purpose an arbitration award only if it is described in clause (ii) or (iii) of this sentence), (ii) a determination of a Tax Arbitrator pursuant to an arbitration conducted in accordance with Section 1.4(c) below that a Tax Return preparer for Seller or Buyer would be subject to penalty under Section 6694 of the
Allocation of Final Purchase Price. (a) The Preliminary Purchase Price shall be allocated among the Shareholders in accordance with the following:
Allocation of Final Purchase Price. Seller shall allocate the Final Purchase Price between the Purchased Shares of OneBeacon Insurance and Potomac Insurance (the “Share Consideration”) and deliver to Purchaser a schedule setting forth the Share Consideration within thirty (30) days after the determination of the Final Purchase Price pursuant to Section 2.3 (the “Purchase Price Allocation Schedule”). If within twenty (20) days of receipt of the Purchase Price Allocation Schedule, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected on the Purchase Price Allocation Schedule, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Seller and Purchaser fail to resolve any such dispute within fifteen (15) days of Seller’s receipt of Purchaser’s notice, the parties shall submit the dispute for resolution to the Independent Accountant, and the Independent Accountant’s resolution of the dispute shall be final and binding on both parties and shall be deemed to amend the Purchase Price Allocation Schedule. Notwithstanding the foregoing, the parties agree that in no event shall the Purchase Price Allocation Schedule allocate to either OneBeacon Insurance or Potomac Insurance a Share Consideration of less than zero. The Share Consideration (together with assumed liabilities, if any) will be used in determining the “aggregate deemed sales price” (as defined in Treasury Regulation section 1.338-4) (the “ADSP”) and the “adjusted gross-up basis” (as defined in Treasury Regulation section 1.338-5) (“AGUB”) for the Section 338(h)(10) Election, which shall be allocated among the assets of OneBeacon Insurance, in accordance with Treasury Regulation section 1.338-6 and section 1.338-7. Seller shall determine the ADSP and AGUB and deliver to Purchaser such calculation and an allocation of the ADSP and AGUB among the assets of OneBeacon Insurance within ninety (90) days after the parties have determined a final Purchase Price Allocation Schedule (the “338 Allocation Schedule”). The 338 Allocation Schedule shall be subject to the dispute resolution mechanics described above with respect to the Purchase Price Allocation Schedule. The allocation of the 338 Allocation Schedule, as agreed upon by Purchaser and Seller or determined by the Independent Accountant shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the 338 Allocation Schedule, except that th...
Allocation of Final Purchase Price. Buyer and Sellers will negotiate in good faith based on an appraisal (the expense of which shall be borne equally by Sellers and Buyer) secured by Buyer (a draft as well as final copies of which shall be furnished to Sellers within ten days after receipt by Buyer) to
Allocation of Final Purchase Price. The purchase price, as properly determined for U.S. Federal income tax purposes, shall be allocated in its entirety among the Included Assets, the Licensed Intellectual Property and the covenant not to compete set forth in Section 5.5 in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law, as applicable. Prior to Closing, Buyer and Seller shall use commercially reasonable efforts to tentatively agree on an Allocation Schedule (the “Initial Allocation Schedule”) setting forth that portion of the purchase price (i) to be allocated to the Canadian Seller for the Canadian Included Assets (including inventory, approximately four employees and certain specified contracts), (ii) to be allocated to Seller and each of its U.S. Affiliates that is selling assets hereunder for the Included Assets, the Licensed Intellectual Property and the covenant not to compete set forth in Section 5.5 (other than the Canadian Included Assets), and (iii) to be paid by Buyer and each of its Affiliates intending to purchase assets hereunder. Buyer shall prepare and deliver to Seller a tentative updated allocation schedule within one hundred eighty (180) days after the Closing Date (the “Tentative Final Allocation Schedule”). Buyer agrees to share the underlying valuation and methodology of the Tentative Final Allocation Schedule with Seller and consider in good faith any views or comments of Seller in revising the Tentative Final Allocation Schedule. Buyer will provide to Seller any revised Tentative Final Allocation Schedule promptly after receiving such views or comments of Seller (if any). The Tentative Final Allocation Schedule, as so revised, shall be the final allocation schedule (the “Final Allocation Schedule”) unless Seller believes that the Tentative Final Allocation Schedule, as so revised, is substantially and materially incorrect and provides notice of such disagreement within 30 days after receipt of such revised Tentative Final Allocation Schedule from Buyer. If Seller provides such notice, neither party shall be bound by the Initial Allocation Schedule or the Tentative Final Allocation Schedule and Buyer and Seller shall cooperate in good faith to resolve such dispute and agree upon an allocation schedule, which shall be the Final Allocation Schedule. Buyer and Seller agree to file all income Tax Returns (including, without limitation, IRS Form 8594) consistent with the Final Allocation Schedule unless otherwise required by...
Allocation of Final Purchase Price. Buyer and Seller shall allocate the Final Purchase Price (including the Assumed Liabilities) among the Acquired Assets as set forth in Schedule 1.11. Buyer and Seller agree for income tax purposes to report the transactions contemplated by this Agreement in a manner consistent with such allocation. Buyer and Seller shall work together to agree upon Schedule 1.11 prior to the Closing and Seller shall not unreasonably withhold its consent to any allocation proposed by Buyer. All allocations made pursuant to this Section 1.11 shall be binding upon Buyer and Seller and upon each of their successors and assigns.
