Common use of Asset Allocation Clause in Contracts

Asset Allocation. Within one hundred and twenty (120) days after the Closing Date, Buyer shall use reasonable best efforts to prepare an allocation (the “Asset Allocation”) of the Closing Payment Amount (and all other amounts treated as consideration for the purchase of the assets of the Acquired Companies and the Parent Transferred Assets for U.S. federal income Tax purposes) among the assets of the Acquired Companies and the Parent Transferred Assets, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any comparable provisions of state, local or other Tax Law, and deliver the Asset Allocation to Seller. If Buyer provides an Asset Allocation within the preceding time, Seller shall have twenty (20) days to provide comments in writing to Buyer, which Buyer shall consider in good faith. Buyer and Seller shall negotiate in good faith to finalize the Asset Allocation (unless Seller does not provide any comment within such twenty (20)-day period, in which case Buyer’s determination of the Asset Allocation shall be deemed final). If the Parties agree to such Asset Allocation, or it shall be deemed final pursuant to the prior sentence, then Buyer, Parent, Seller and the Acquired Companies shall, unless required pursuant to a determination within the meaning of Section 1313(a)(1) of the Code, (A) file all Tax Returns (including IRS Form 8594) consistent with the Asset Allocation, (B) not take any action inconsistent therewith upon any audit or examination of any Tax Return or in any other filing or proceeding relating to Taxes and (C) cooperate in case of a challenge by a Governmental Authority to the Asset Allocation. In the event that the Parties do not agree (and are not deemed to agree pursuant to this Section 2.08) upon the Asset Allocation or Buyer does not provide an Asset Allocation within one hundred and twenty (120) days after the Closing Date, then each Party shall make its own determination in good faith of such allocation for financial and Tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other Party, and the Parties shall have no further obligation under this Section 2.08.

Asset Allocation. (i) Within one hundred and twenty ninety (12090) days after the Closing Date, Buyer shall use reasonable best efforts to prepare an allocation (the “Asset Allocation”) of the Closing Payment Consideration Amount (and all other amounts treated as consideration for the purchase of the assets of the Acquired Companies and the Parent Transferred Assets Company for U.S. federal income Tax purposes) among the assets of the Acquired Companies and the Parent Transferred AssetsCompany, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any comparable provisions of state, local or other Tax Law, and shall deliver the Asset Allocation to Seller. If Buyer provides an Asset Allocation within the preceding time, Seller shall have twenty (20) days to provide comments in writing to Buyer, which Buyer shall consider in good faith. Buyer and Seller shall negotiate in good faith to finalize the Asset Allocation (unless Seller does not provide any comment within such twenty (20)-day twenty-day period, in which case Buyer’s determination of the Asset Allocation shall be deemed final). If the Parties parties agree to such Asset Allocation, or it shall be deemed final pursuant to the prior sentence, then Buyer, Parentthe Company, and Seller and the Acquired Companies shall, unless required pursuant to a determination within the meaning of Section 1313(a)(1) of the Code, (A) file all Tax Returns (including IRS Form 8594) consistent with the Asset Allocation, (B) not take any action inconsistent therewith upon any audit or examination of any Tax Return or in any other filing or proceeding relating to Taxes Taxes, and (C) cooperate in case of a challenge by a Governmental Taxing Authority to the Asset Allocation. In ; otherwise, the event that the Parties do not agree (and are not deemed to agree pursuant to parties shall have no further obligation under this Section 2.08) upon the Asset Allocation or Buyer does not provide an Asset Allocation within one hundred 7.2(c), and twenty (120) days after the Closing Date, then each Party party shall make its own determination in good faith of such allocation for financial and Tax tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other Party, and the Parties shall have no further obligation under this Section 2.08party.

Asset Allocation. Within one hundred The Parties agree that the US Purchase Price and twenty (120) days after the Closing Date, Buyer shall use reasonable best efforts to prepare an allocation (the “Asset Allocation”) portion of the Closing Payment Amount Preliminary Consideration that is allocable to the Peruvian Business (which amount shall be mutually agreeable to the Parties, the Peru Purchase Price) (and all any other relevant amounts treated as consideration for US federal income (and other applicable) Tax purposes with respect to the purchase US Sale and the Peruvian Business Sale) shall be allocated among the assets of US Target and the assets of the Acquired Companies and the Parent Transferred Assets for U.S. federal income Tax purposes) among the assets of the Acquired Companies and the Parent Transferred AssetsPeruvian Business, respectively, in accordance with Section 1060 of the US Code and the Treasury Regulations promulgated thereunderthereunder (the US Allocation and the Peru Allocation, respectively, and any comparable provisions of statecollectively, local or other Tax Law, and deliver the Asset Allocation) (it being understood that it is the Parties’ intention that the Asset Allocation shall not, in any way, contradict or otherwise put into question the US Valuation according to SellerSection 2.7.1(a)). If Within the later of 180 days after the Closing Date or 90 days after the Final Adjustment has become final and binding, Buyer provides an shall prepare and deliver to Seller a scheduling setting forth Buyer’s proposed Asset Allocation within the preceding time, Allocation. Seller shall have twenty (20) 45 days after receipt of the draft Asset Allocation to provide comments submit to Buyer a written notice of objection, setting forth in writing to Buyerreasonable detail the basis for such objection and Seller’s proposed US Allocation and|or Peru Allocation. If Seller does not timely submit such a notice of objection, which then the draft Asset Allocation as prepared by Buyer shall consider in good faithbecome final and binding on the Parties. If Seller does timely submit such a notice of objection, then Seller and Buyer and Seller shall negotiate in good faith to finalize resolve the Asset Allocation (unless dispute. If Seller does not provide and Buyer are unable to fully resolve any comment such dispute within such twenty (20)-day period, in which case the 45 day period following Buyer’s determination receipt of the Asset Allocation Seller’s notice of objection, then Buyer and Seller shall be deemed final). If the Parties agree to such Asset Allocation, or it shall be deemed final pursuant submit all unresolved disputed items to the prior sentenceAccounting Firm (or, then Buyerif the Accounting Firm is not available or otherwise unwilling or unable to resolve the dispute, Parent, Seller and another internationally recognized independent public accounting firm mutually agreeable to the Acquired Companies shall, unless required pursuant to Parties) for resolution in a determination within the meaning of Section 1313(a)(1) of the Code, (A) file all Tax Returns (including IRS Form 8594) manner consistent with the Asset Allocation, (Bprocedures set forth in Section 1(c) not take any action inconsistent therewith upon any audit or examination of any Tax Return or in any other filing or proceeding relating to Taxes and (C) cooperate in case of a challenge by a Governmental Authority to the Asset Allocation. In the event that the Parties do not agree (and are not deemed to agree pursuant to this Section 2.08) upon the Asset Allocation or Buyer does not provide an Asset Allocation within one hundred and twenty (120) days after the Closing Date, then each Party shall make its own determination in good faith of such allocation for financial and Tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other Party, and the Parties shall have no further obligation under this Section 2.08Annex 2.4 Part 1.